Common use of Certificates; Other Information Clause in Contracts

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank): (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank): (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and; (d) promptlyat least three (3) Business Days prior to the consummation of the Nicor Merger (or at such other time as the Administrative Agent may agree), a certificate of a Responsible Officer in form reasonably satisfactory to the Administrative Agent supplementing or reaffirming, as the case may be, the information set forth on Schedule 6.2(j), it being understood that any modification to such additional financial and other information as Schedule may not be deemed or construed to amend such Schedule in any Bank may from time respect unless such modification is satisfactory to time reasonably request.the Administrative Agent in its reasonable discretion; and

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (and each Lender, or, in the case of clause clauses (df) and (g), to the Administrative Agent for the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Parent Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorParent Borrower and its Subsidiaries, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (z) any change of jurisdiction of organization of any Loan Party; (c) no later than 45 days after the end of each fiscal year of the Parent Borrower and its Subsidiaries, a detailed consolidated budget for the fiscal year in which such budget is delivered (including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based upon good faith estimates and assumptions believed by such Responsible Officer to be reasonable at the time made, it being recognized by the Lenders that (i) prompt notice such Projections relate to future events, are not to be viewed as fact, are subject to significant uncertainties and contingencies, many of which are beyond the Administrative Agent control of the Parent Borrower and its Subsidiaries, and are not a guarantee of financial performance and (ii) no assurance can be given that any failure particular Projections will be realized and actual results during the period or periods covered by such Projections may differ from the Guarantor or projected results set forth therein by a material amount; (d) within 45 days (and 90 days in the Applicant to file with case of the SEC any annual report on Form 10-K or quarterly report on end of a fiscal year) after the end of each fiscal quarter of the Parent Borrower and its Subsidiaries, either (i) a Form 10-Q on or before 10-K for the date Parent Borrower and its Subsidiaries for such report is required fiscal quarter, which contains a narrative discussion and analysis of the financial condition and results of operations of the Parent Borrower and its Subsidiaries for such fiscal quarter, or (ii) such narrative discussion and analysis; (e) (i) within five days after the same are sent, copies of all financial statements and reports which the Parent Borrower sends to be filed pursuant to SEC regulations, the holders of any class of its debt securities or public equity securities and (ii) within five days after the same is are filed, copies of all financial statements and periodic reports which the Parent Borrower may make to, or file with, the SEC; provided that the Parent Borrower shall be deemed to have complied with this clause (e)(ii) if the Parent Borrower provides written notice to the Administrative Agent (which may be in electronic form) of the making or filing of any such annual report on Form 10-K financial statements or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), reports and the availability to same is continuously available on “XXXXX”, the Banks Electronic Data Gathering Analysis and Retrieval system of such filing through electronic accessthe SEC, or “xxxx://xxx.xxx.xxx/edgarhp.htm”; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably requestrequest through the Administrative Agent; and (g) promptly following a Borrower’s receipt of any written request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (orAgent, in form and detail acceptable to Agent, with sufficient copies for each Lender, the case of clause (d), to the relevant Bank):following documents: (a) concurrently Concurrently with the delivery of any the financial statements pursuant to Section 5.1described in Sections 7.1(a) and 7.1(b) of this Agreement for each fiscal year-end and fiscal quarter-end, respectively, a Covenant Compliance Report duly executed by a Responsible Officer of the Borrower Representative and, as required by the Security Agreement, all original vehicle titles for vehicles acquired by any Credit Party during the prior fiscal quarter; (b) Deliver (i) no later than November 15, 2007, a certificate of a Responsible Officer stating that, to pro forma opening balance sheet for Sterling and its Consolidated Subsidiaries (including the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, Target) and (ii) a Compliance Certificate containing all information no later than December 15, 2007, an actual opening balance sheet (the “Balance Sheet”) for Sterling and calculations necessary for determining compliance by its Consolidated Subsidiaries (including Target), each Group Member with the provisions of this Agreement referred such balance sheet to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice be in form and substance reasonably acceptable to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessAgent; (c) within five Promptly upon receipt thereof, copies of all significant reports submitted by the Credit Parties’ firm(s) of certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Credit Parties made by such accountants, including any comment letter submitted by such accountants to management in connection with their services; (d) Any financial reports, statements, press releases, other material information or written notices delivered to the holders of the Subordinated Debt pursuant to any applicable Subordinated Debt Documents (to the extent not otherwise required hereunder), as and when delivered to such Persons; (e) Within sixty (60) days after the same is filedend of each Fiscal Year, notice projections for the Credit Parties for the next succeeding Fiscal Year, substantially in the form provided to the Administrative Agent prior to Effective Date, except as otherwise requested by or agreed to by the Agent, such projections certified by a Responsible Officer of the Borrower Representative as being based on reasonable estimates and assumptions taking into account all facts and information known (or reasonably available to any Credit Party) by a Responsible Officer of the Borrower Representative; (f) Promptly upon the filing thereof, any 10-K or 10-Q filings made with the Securities and Exchange Commission or any national securities exchange; (g) Any additional information as required by any Loan Document, and such additional schedules, certificates and reports respecting all or any of the Collateral, the items or amounts received by the Guarantor Credit Parties in full or the Applicant with the SEC of any proxy statementpartial payment thereof, and any goods (the availability sale or lease of which shall have given rise to any of the Banks Collateral) possession of which has been obtained by the Credit Parties, all to such filing through electronic accessextent as Agent may reasonably request from time to time, any such schedule, certificate or report to be certified as true and correct in all material respects by a Responsible Officer of the applicable Credit Party and shall be in such form and detail as Agent may reasonably specify; and (dh) promptly, such Such additional financial and and/or other information as Agent or any Bank Lender may from time to time reasonably request, promptly following such request.

Certificates; Other Information. Furnish The Borrower shall furnish to the Administrative Agent for delivery (and Agent shall thereafter make available to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender) by Electronic Transmission: (a) concurrently together with the each delivery of any annual and quarterly financial statements pursuant to Section 5.1, (i) a certificate management discussion and analysis report, in reasonable detail, signed by the chief financial officer of a Responsible Officer stating thatthe Borrower, to describing the best financial condition and results of each such Responsible Officer’s knowledge, each operation of the Credit Party during such period has observed or performed all of its covenants Parties and other agreements, and satisfied every condition, contained in this Agreement their Subsidiaries for the Fiscal Quarter and the other Credit Documents to which it is a party to be observed, performed portion of the Fiscal Year then ended (or satisfied by it, and that such Responsible Officer has obtained no knowledge for the Fiscal Year then ended in the case of any Default or Event of Default except as specified in such certificateannual financial statements), and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the most recent projections for the current Fiscal Year delivered pursuant to Section 5.2(d) and discussing the reasons for any significant variations; (b) concurrently with the delivery of the annual financial statements pursuant to Section 5.1(a) and quarterly financial statements for the first three Fiscal Quarters of each Fiscal Year pursuant to Section 5.1(b), a fully and properly completed certificate in the form of Exhibit 5.2(b) (a “Compliance Certificate”), certified on behalf of the Borrower by a Responsible Officer of the Borrower, which Compliance Certificate containing all information and calculations necessary for determining compliance shall set forth in reasonable detail any Margin Stock owned by each Group Member with Credit Party and each Subsidiary of each Credit Party and a calculation of the provisions of this Agreement referred to therein Available Amount, in each instance, as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accesseach Fiscal Quarter; (c) within five promptly after the same are sent, copies of all financial statements and reports (excluding such reports which are delivered solely to the board of directors (or other similar body)) which any Credit Party sends to its shareholders or other equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Commission or any successor or similar Governmental Authority; (d) as soon as available and in any event no later than sixty (60) days after the same is filed, notice to the Administrative Agent last day of each Fiscal Year of the filing Borrower, projections of the Credit Parties (and their Subsidiaries) consolidated and consolidating financial performance for the immediately following Fiscal Year; (e) promptly upon receipt thereof, copies of any reports submitted by the Guarantor Borrower’s certified public accountants in connection with each annual, interim or the Applicant with the SEC special audit or review of any proxy statementtype of the financial statements or internal control systems of any Credit Party made by such accountants; (f) from time to time, with respect to any Property subject to a Mortgage or required to be subject to a Mortgage under the Loan Documents, if Agent determines that obtaining appraisals is necessary in order for Agent or any Lender to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if an Event of Default shall have occurred and be continuing, Agent may, or may require the availability Borrower to, in either case at the Borrower’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agent stating the Banks then current fair market value of all or any portion of the personal property of any Credit Party or any Subsidiary of any Credit Party and the fair market value or such filing through electronic accessother value as determined by Agent (for example, replacement cost for purposes of Flood Insurance) of any Real Estate of any Credit Party or any Subsidiary of any Credit Party; (g) promptly following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws; and (dh) promptly, such additional financial business, financial, corporate affairs, perfection certificates and other information as any Bank Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (orAgent, in the case on behalf of clause (d), to the relevant Bank):each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 5.1Sections 6.1(a) and 6.1(b), (i) a certificate of Compliance Certificate executed by a Responsible Officer stating Officer, which Compliance Certificate shall include a statement that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, condition contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as in the case may be; of annual financial statements, a calculation of Excess Cash Flow and (iiii) prompt notice in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent Agent, (w) a description of any failure change in the jurisdiction of organization of any Loan Party, (x) a list of any material Intellectual Property acquired or created by any Loan Party, (y) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the Guarantor date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (z) supplements to the schedules to the Perfection Certificate (as defined in the Guarantee and Collateral Agreement) to the extent that there are any updates to the information contained in such schedules since the Closing Date or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessschedules were last supplemented; (c) within five as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Parent Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto) that has been approved by the board of directors of the Parent Borrower and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) [reserved]; (e) promptly after the same is are sent, copies of all financial statements and reports that the Parent Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, notice copies of all financial statements and reports that the Parent Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Parent Borrower shall provide copies of such documents and notices to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; andpromptly after receipt thereof; (dg) promptly, such additional financial and other information as any Bank the Administrative Agent may from time to time reasonably request; and (h) promptly following any written request therefor, such information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery and each Lender, in form and detail reasonably satisfactory to the Banks (or, in Administrative Agent and the case of clause (d), to the relevant Bank):Required Lenders: (a) concurrently with the delivery of any the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief financial officer, treasurer, senior vice president, corporate finance, or controller of the Borrower (i) containing a calculation of the Cumulative Available Amount and the amount thereof being utilized at such time pursuant to Section 5.17.03(j); (ii) stating that the Borrower was in compliance with the Collateral and Guarantee Requirement and Section 6.12 as of such date; (iii) stating that such officer has reviewed the terms of the Loan Documents and has made, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period or has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party caused to be observedmade under his supervision, performed or satisfied a review in reasonable detail of the transactions and condition of the Borrower and its Restricted Subsidiaries during the accounting period covered by it, such financial statements and that such Responsible Officer review has obtained no knowledge not disclosed the existence of any Default or Event of Default except during or at the end of such accounting period and that such officer does not have knowledge of the existence, as specified in at the date of such certificate, of any Default or Event of Default, or, if he does have knowledge that a Default or an Event of Default existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking, or proposes to take with respect thereto; (iiiv) a Compliance Certificate containing all information and calculations necessary for determining compliance by identifying each Group Member with Restricted Subsidiary of the provisions of this Agreement referred to therein Borrower that, as of the last day date of such financial statements, constitutes (or is required to constitute pursuant to the aggregation test set forth in the definition thereof) a Material Domestic Subsidiary; (v) identifying each Subsidiary of the fiscal quarter or fiscal year Borrower that constitutes an Unrestricted Subsidiary and prior to the date of such financial statements, has not been previously identified to the Administrative Agent; and (vi) setting forth calculations required to establish whether the Borrower was in compliance with each of the Guarantorfinancial covenants set forth in Section 7.11 on the date of such financial statements and reconciling in reasonable detail the effect of Unrestricted Subsidiaries, as in each case in form and detail reasonably satisfactory to the case may beAdministrative Agent; (ib) prompt notice to upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent or any Lender, copies of any failure by detailed audit reports, management letters or recommendations submitted to the Guarantor board of directors (or the Applicant audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Restricted Subsidiaries, or any audit of any of them; (c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC any annual report on Form 10-K under Section 13 or quarterly report on Form 10-Q on or before 15(d) of the date such report is Securities Exchange Act of 1934, and not otherwise required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice delivered to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesspursuant hereto; and (d) promptly, such additional financial and other information regarding the business, financial, legal or corporate affairs of any Loan Party or any Restricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent (or any Bank Lender through the Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which such report is filed electronically with the SEC’s XXXXX system; provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent promptly upon the request therefor by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks on behalf of each Lender (or, in the case of clause (dg), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default pursuant to Section 6.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, a Compliance Certificate containing (A) all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; , (iB) prompt notice to the extent not previously disclosed to the Administrative Agent Agent, a description of any failure change in the jurisdiction of organization, the name or corporate structure of any Loan Party and a list of any Intellectual Property acquired by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Loan Party since the date of the most recent report delivered pursuant to this clause (B) (or, in the case of the first such report is required so delivered, since the Closing Date), (C) to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice extent not previously disclosed to the Administrative Agent Agent, statements that (w) no property of the filing type described in Section 5.10 as to which the Administrative Agent does not have a perfected Lien pursuant to the Security Documents has been acquired, (x) no fee interest in any real property having a value (together with improvements thereon) of at least $1,000,000 has been acquired, (y) no Subsidiary has been formed or acquired or, if any such annual report on Form 10-K Subsidiary has been formed or quarterly report on Form 10-Q that had not previously acquired, the Borrower has complied with the requirements of Section 5.10 with respect thereto and (D) no Excluded Foreign Subsidiary has been filed by the Guarantor formed or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessacquired; (c) within five as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions available at such time and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) concurrently with the delivery of any financial statements pursuant to Sections 5.1, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year (it being understood that the Borrower's report on a Form 10-Q or Form 10-K that includes a management discussion and analysis section shall be deemed to satisfy the requirement under this Section 5.2(d)); (e) no later than five Business Days prior to the expected effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the ABL Facility or the Securitization Note; (f) within five Business Days after the same is are sent, copies of all financial statements and reports that Holdings or the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five Business Days after the same are filed, notice to the Administrative Agent copies of the filing by the Guarantor all financial statements and reports that Holdings or the Applicant with Borrower may make to, or file with, the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSEC; and (dg) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request. The Administrative Agent will provide the certificates and other information required to be furnished by the Borrower pursuant to this Section 5.2 (other than any information obtained by a Lender pursuant to clause (g)) to the Lenders by posting such certificates and other information on a secure Intralinks site.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (df), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 7.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Section 8.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.17.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) in the case of quarterly or annual financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorCedar Fair LP, as the case may be, and, if applicable, for determining the Applicable Margins and Commitment Fee Rate and (iii) in the case of annual financial statements, to the extent not previously disclosed to the Administrative Agent, a listing of any United States or Canadian registered or applied for Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (iii); (ic) prompt notice as soon as available, and in any event no later than 90 days after the end of each fiscal year of Cedar Fair LP, a detailed consolidated budget for the fiscal year following such fiscal year then ended (including a projected consolidated balance sheet of Cedar Fair LP and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) if Cedar Fair LP is not then a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 45 days after the end of each fiscal quarter of Cedar Fair LP (or 90 days, in the case of the last fiscal quarter of any fiscal year), a narrative discussion and analysis of the financial condition and results of operations of Cedar Fair LP and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of any failure by such fiscal quarter, as compared to the Guarantor or portion of the Applicant Projections covering such periods and to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before comparable periods of the date such report is required to be filed pursuant to SEC regulations, and previous year; (iie) within five days after the same is filedare sent, notice copies of all financial statements and reports that any Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports that any Borrower may make to, or file with, the SEC or any other governmental or regulatory authority; (f) promptly upon the Administrative Agent Agent’s request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) then in effect and, if applicable, all related trust agreements or other funding instruments and all amendments thereto then in effect, and all written interpretations thereof and written descriptions thereof that remain applicable and that have been distributed to employees or former employees of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; andGroup Members; (dg) promptly, such additional financial and other information as any Bank Lender may through the Administrative Agent from time to time reasonably request; and (h) documents required to be delivered pursuant to Section 7.1 or Section 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the U.S. Borrower posts such documents, or provides a link thereto on its website on the Internet at xxx.xxxxxxxxx.xxx, xxx.xxx.xxx or at such other website identified by the U.S. Borrower in a notice to the Agent and that is accessible by the Lenders without charge; or (ii) on which such documents are posted on the U.S. Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that upon written request by the Administrative Agent, the U.S. Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent; provided further that the Lenders shall be deemed to have received such information on the date such information is posted at the website pursuant to this clause (h).

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):Agent: (a) concurrently with the delivery of any the financial statements pursuant referred to in Section 5.16.01(a), (i) a certificate of a Responsible Officer its independent certified public accountants certifying such financial statements and stating that, to that in making the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained examination necessary therefor no knowledge was obtained of any Default or Event under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of Default except as specified such event; (b) concurrently with the delivery of the financial statements referred to in such certificate, Sections 6.01(a) and (ii) b), a duly completed Compliance Certificate containing signed by a Financial Officer of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all information and calculations necessary for determining compliance by each Group Member purposes), which Compliance Certificate shall, with the provisions of this Agreement referred respect to therein any fiscal quarter (a “Material Unrestricted Subsidiary Quarter”) in which, as of the last day thereof, Unrestricted Subsidiaries collectively (i) have total assets exceeding 5% of the total assets of the Borrower and its Subsidiaries, determined in accordance with GAAP or (ii) generate more than 5% of Consolidated EBITDA for the four fiscal quarter period ending on such date, set forth a reasonably detailed reconciliation of each of the components reflected in such calculation to the corresponding consolidated amounts set forth in the financial statements, in form and substance reasonably satisfactory to the Administrative Agent, together with, for any Material Unrestricted Subsidiary Quarter, consolidating statements of income or operations, changes in partners’ capital, retained earnings and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, all in reasonable detail, such consolidating statements to be certified by a Financial Officer of the GuarantorBorrower as fairly presenting the financial condition, results of operations, partners’ capital, retained earnings and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) promptly after any reasonable request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Restricted Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders, partners or members (or the equivalent of any thereof) of any Loan Party, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (f) as soon as available, but in any event within 30 days after each annual renewal of the applicable insurance policies, a certificate summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Borrower and its Restricted Subsidiaries and such additional information regarding such insurance coverage as the case Administrative Agent, or any Lender through the Administrative Agent, may bereasonably specify; (g) promptly, and in any event within 15 days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (h) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Restricted Subsidiaries with any Environmental Law or Environmental Permit or any action, investigation or proceeding relating to Hazardous Materials that could (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that would materially interfere with or adversely impact the use of the affected property in the Business; (i) prompt if the Borrower elects to have a Specified Acquisition Period apply with respect to a Specified Acquisition, written notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) election within five 30 days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent consummation of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSpecified Acquisition; and (dj) promptly, such additional financial and other information regarding the business, financial, legal or corporate affairs of any Loan Party or any Restricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as any Bank the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies of any Compliance Certificate to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower, as applicable, with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Materials”) by posting the Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Materials that may be distributed to the Public Lenders and that (w) all such Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Administrative Agent and the Borrower acknowledge that no Materials will be marked “PUBLIC” other than publicly available information filed by the Loan Parties with the SEC.

Certificates; Other Information. Furnish to the Administrative each Agent for delivery to the Banks (and each Lender, or, in the case of clause (dg), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) the value of which exceeds $50,000; (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "PROJECTIONS"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions as of the time such Projections were delivered and that such Responsible Officer has no reasonable basis to believe that such Projections are incorrect or misleading in any material respect; PROVIDED that such certificate may state that the Responsible Officer gives no assurance that such Projections will be achieved; (d) to the Administrative Agent extent approval is required by the Required Lenders pursuant to Section 7.9, no later than 10 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any failure by proposed amendment, supplement, waiver or other modification with respect to the Guarantor or Senior Subordinated Note Indenture; (e) to the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsextent not previously delivered hereunder, and (ii) within five days after the same is filedare sent, notice copies of all financial statements and reports which the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), public equity securities and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports which the Administrative Agent Borrower may make to, or file with, the SEC, including any materials filed in respect of the filing by the Guarantor Exchange Offer or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessMerger; and (df) promptly, such additional financial and other information regarding the business of the Borrower and its Subsidiaries as they relate to the Loan Documents as any Bank Lender (through the Administrative Agent) may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (each Agent, or, in the case of clause (dh), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a)(i), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer (A) stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (B) certifying as to any change in designation of any Unrestricted Subsidiaries and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Parent, the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorFiscal Year, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Restatement Closing Date) and (z) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (ic) prompt notice as soon as available, and in any event no later than 90 days after the end of each Fiscal Year, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each of the first three fiscal quarters, and within 90 days after the end of each Fiscal Year, of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Parent and its consolidated Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) no later than five Business Days prior to the effectiveness thereof, copies of substantially final drafts of any failure by the Guarantor proposed amendment, supplement, waiver or the Applicant other modification with respect to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and Senior Note Indenture ; (iif) within five days after the same is filedare sent, notice copies of all financial statements and reports that the Parent or the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities generally and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, copies of all financial statements and reports that the Parent or the Borrower may make to, or file with, the SEC; (g) as soon as possible and in any event within 20 days of obtaining knowledge thereof: (i) written notice of any development, event, or condition that, individually or in the aggregate with other developments, events or conditions, could reasonably be expected to result in the Administrative Agent of the filing payment by the Guarantor Borrower and its Class I Restricted Subsidiaries, in the aggregate, of a Material Environmental Amount; and (ii) any written notice that any Governmental Authority may deny any application for a material Environmental Permit sought by, or revoke or refuse to renew any material Environmental Permit held by, the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessBorrower; and (dh) promptly, such additional financial and other information as any Bank Lender (requesting through the Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.1 or 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (A) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website; or (B) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (1) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (2) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and, in any event, shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks and each Lender (or, in the case of clause (dg), to the relevant BankLender): (a) concurrently with the delivery of any financial statements pursuant to Section 5.17.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party Group Member during such period has observed in all material respects or performed in all material respects all of its the applicable covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by itit in all material respects, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default Default, in each case except as specified in such certificate, certificate and (iiii)(x) a Compliance Certificate containing all information and calculations reasonably necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and, if applicable, for determining the Applicable Margins and Commitment Fee Rate, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and, concurrently with the delivery of any financial statements pursuant to Section 7.1(a) only, a listing of any registered or applied-for material Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (ib) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsas soon as available, and (ii) within five in any event no later than 45 days after the same is filed, notice to the Administrative Agent end of each fiscal year of the filing Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed material respect, it being recognized by the Guarantor or Lenders that the Applicant as described projection and pro forma financial information contained in the preceding clause (i), material referenced above is based upon good faith estimates and assumptions believed by management of the availability Borrower to be reasonable at the Banks of time made and that such filing through electronic accessfinancial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount; (c) if the Borrower is not then a reporting company under the Exchange Act within five 45 days after the end of each fiscal quarter of the Borrower (90 days, in the case of the fourth fiscal quarter of any Fiscal Year, and 60 days, in the case of the first fiscal quarter ending after the Closing Date), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (d) no later than five Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any of the Unsecured Notes, any Securitization or the Acquisition Documentation; (e) within five Business Days after the same is are sent, copies of all financial statements and reports that Holdings, any Parent or the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five Business Days after the same are filed, copies of all financial statements and reports that Holdings or the Borrower may make to, or file with, the SEC; (f) concurrently with the delivery of any document or notice required to be delivered pursuant to Section 7.1 or 7.2, Borrower shall indicate in writing whether such document or notice contains Non-public Information. Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to any Group Member or their securities) and, if documents or notices required to be delivered pursuant to Section 7.1 or 7.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower has indicated contains Non-public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If Borrower has not indicated whether a document or notice delivered pursuant to Section 7.1 or 7.2 contains Non-public Information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, Group Members and the availability to the Banks of such filing through electronic accesstheir securities; and (dg) promptly, such additional financial and other information as the Administrative Agent or any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (and each Lender, or, in the case of clause (df), to the Administrative Agent for the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Parent Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorParent Borrower and its Subsidiaries, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (z) any change of jurisdiction of organization of any Loan Party; (c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Parent Borrower and its Subsidiaries, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days (and 90 days in the case of the end of a fiscal year) after the end of each fiscal quarter of the Parent Borrower and its Subsidiaries, either (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on a Form 10-Q on or before 10-K for the date Parent Borrower and its Subsidiaries for such report is required fiscal quarter, which contains a narrative discussion and analysis of the financial condition and results of operations of the Parent Borrower and its Subsidiaries for such fiscal quarter, or (ii) such narrative discussion and analysis; (e) (i) within five days after the same are sent, copies of all financial statements and reports which the Parent Borrower sends to be filed pursuant to SEC regulations, the holders of any class of its debt securities or public equity securities and (ii) within five days after the same is are filed, copies of all financial statements and periodic reports which the Parent Borrower may make to, or file with, the SEC, provided that the Parent Borrower shall be deemed to have complied with this clause (e)(ii) if the Parent Borrower provides written notice to the Administrative Agent (which may be in electronic form) of the making or filing of any such annual report on Form 10-K financial statements or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), reports and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filedcontinuously available on “XXXXX”, notice to the Administrative Agent Electronic Data Gathering Analysis and Retrieval system of the filing by the Guarantor SEC, or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access“xxxx://xxx.xxx.xxx/edgarhp.htm”; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably requestrequest through the Administrative Agent.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (each Agent, or, in the case of clause (dh), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a)(i), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer (A) stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (B) certifying as to any change in designation of any Unrestricted Subsidiaries and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Parent, the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorFiscal Year, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Restatement Closing Date) and (z) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (ic) prompt notice as soon as available, and in any event no later than 90 days after the end of each Fiscal Year, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each of the first three fiscal quarters, and within 90 days after the end of each Fiscal Year, of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Parent and its consolidated Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) no later than five Business Days prior to the effectiveness thereof, copies of substantially final drafts of any failure by the Guarantor proposed amendment, supplement, waiver or the Applicant other modification with respect to file with the SEC any annual report on Form 10-K Senior Note Indenture or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and Senior Subordinated Note Indenture; (iif) within five days after the same is filedare sent, notice copies of all financial statements and reports that the Parent or the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities generally and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, copies of all financial statements and reports that the Parent or the Borrower may make to, or file with, the SEC; (g) as soon as possible and in any event within 20 days of obtaining knowledge thereof: (i) written notice of any development, event, or condition that, individually or in the aggregate with other developments, events or conditions, could reasonably be expected to result in the Administrative Agent of the filing payment by the Guarantor Borrower and its Class I Restricted Subsidiaries, in the aggregate, of a Material Environmental Amount; and (ii) any written notice that any Governmental Authority may deny any application for a material Environmental Permit sought by, or revoke or refuse to renew any material Environmental Permit held by, the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessBorrower; and (dh) promptly, such additional financial and other information as any Bank Lender (requesting through the Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.1 or 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (A) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website; or (B) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (1) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (2) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and, in any event, shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Parent; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Parent or any Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any financial statements each Compliance Certificate pursuant to Section 5.16.02(a) (but only together with the delivery of a Compliance Certificate in connection with financial statements delivered pursuant to Section 6.01(a)), (i) a certificate report setting forth the information required by a Perfection Certificate Supplement or confirming that there has been no change in such information since the Closing Date or the date of a Responsible Officer stating that, the last such report (provided that no such Perfection Certificate Supplement or confirmation shall be required in connection with the Compliance Certificate to be delivered for the financial statements relating to the best of each such Responsible Officer’s knowledgefiscal year ended December 31, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, 2013) and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by list of the Subsidiaries of Parent that identifies each Group Member with the provisions of this Agreement referred to therein Subsidiary as a Restricted or an Unrestricted Subsidiary as of the last day date of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks delivery of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of the Loan Parties or any of their respective Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request. The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that so long as Parent is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC “which, at a minimum, shall mean that the word “PUBLIC “shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Parent, either Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC “are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC “as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Parent shall be under no obligation to xxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a certificate list of Subsidiaries that identifies each Subsidiary as a Responsible Officer stating that, to Material Subsidiary or an Immaterial Subsidiary as of the best date of each delivery of such Responsible Officer’s knowledge, each Credit Party during such period has observed Compliance Certificate or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it a confirmation that there is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified change in such certificate, information since the later of the Closing Date or the date of the last such list and (ii) a Compliance Certificate containing all such other information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure required by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.02(d), none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work product; provided further that, in the event that the Borrower does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions. Documents required to be delivered pursuant to Section 6.01(a) and (b) or Section 6.02(a) may be delivered (1) electronically or (2) to the extent that such are publicly available via XXXXX or another publicly available reporting system, by the Borrower advising the Administrative Agent of the filing thereof, and if so delivered pursuant to clause (1), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or pursuant to clause (2), shall be deemed to have been delivered on the date the Borrower advises the Administrative Agent of the filing thereof; provided that with respect to clause (1): (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the Lenders (“Public Lenders”) may be “Public-Side” Lenders (i.e., Lenders that (or have personnel that) do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.

Certificates; Other Information. Furnish The Borrower shall furnish to Agent and each Lender by Electronic Transmission: (a) together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), (i) a management discussion and analysis report, in reasonable detail, signed by the Administrative Agent chief financial officer of the Borrower, describing the operations and financial condition of the Credit Parties and their Subsidiaries for delivery to the Banks Fiscal Quarter and the portion of the Fiscal Year then ended (or, or for the Fiscal Year then ended in the case of clause (dannual financial statements), and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the most recent projections for the current Fiscal Year delivered pursuant to Section 4.2(d) and discussing the relevant Bank):reasons for any significant variations; (ab) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in Sections 4.1(a) and 4.1(b), a fully and properly completed certificate in the form of Exhibit 4.2(b) (i) a certificate “Compliance Certificate”), certified on behalf of the Borrower by a Responsible Officer stating that, of the Borrower (provided that any Compliance Certificate delivered from and after the First Amendment Date shall not be required to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents include disclosure as to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except constituting a Specified Default); (c) promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority; (d) as specified soon as available and in any event no later than sixty (60) days after the last day of each Fiscal Year, projections of the Credit Parties’ (and their Subsidiaries’) consolidated balance sheet, consolidated statements of income and cash flows for the forthcoming Fiscal Year on a month by month basis (including assumptions made in the build-up of such certificateprojections) (it being understood that actual results may differ materially from forecasted or projected amounts); (e) promptly upon receipt thereof, copies of any final reports submitted by the Borrower’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party made by such accountants; (f) from time to time, if Agent reasonably determines that obtaining appraisals is necessary in order for Agent or any Lender to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if an Event of Default shall have occurred and be continuing, Agent may, or may require the Borrower to, in either case at the Borrower’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party or any Subsidiary of any Credit Party and the fair market value or such other value as determined by Agent (iifor example, replacement cost for purposes of Flood Insurance) of any Real Estate of any Credit Party or any Subsidiary of any Credit Party; (g) a Compliance Certificate containing all information and calculations necessary for determining compliance certification by a Responsible Officer of the Borrower setting forth in reasonable detail any Margin Stock owned by each Group Member with the provisions Credit Party and each Subsidiary of this Agreement referred to therein each Credit Party as of the last day of such Fiscal Quarter (such certification to be included in the fiscal quarter or fiscal year Compliance Certificate delivered in respect of the Guarantor, as the case may besuch Fiscal Quarter); (h) [Reserved]; (i) prompt notice to the Administrative Agent of promptly upon receipt thereof, annual insurance reports received by any failure by the Guarantor Credit Party or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSubsidiary thereof; and (dj) promptly, such additional financial business, financial, corporate affairs, perfection certificates and other information as any Bank Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (and each Lender, or, in the case of clause (dh), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member SuperHoldings, Holdings, the Borrower and their respective Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may bebe and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a listing of any applications for registration and registered Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsas soon as available, and (ii) within five in any event no later than 45 days after the same is filedend of each fiscal year of Holdings, notice to a detailed consolidated budget for the Administrative Agent following fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the filing end of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)following fiscal year, and the availability to the Banks related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such filing through electronic access; budget and projections with respect to such fiscal year (c) within five days after collectively, the same is filed"Holdings Projections"), notice which Holdings Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Holdings Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to the Administrative Agent of the filing by the Guarantor believe that such Holdings Projections are incorrect or the Applicant with the SEC of misleading in any proxy statement, and the availability to the Banks of such filing through electronic accessmaterial respect; and (ii) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Borrower Projections"), which Borrower Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Borrower Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Borrower Projections are incorrect or misleading in any material respect; (d) promptly(i) within 45 days after the end of each fiscal quarter of Holdings, a narrative discussion and analysis of the financial condition and results of operations of Holdings and its Subsidiaries for such additional financial fiscal quarter and other information for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as any Bank may from time compared to time reasonably request.the portion of the Holdings Projections covering such periods and to the comparable periods of the previous year; and

Certificates; Other Information. Furnish to the Administrative Agent for delivery each Lender in such reasonable quantities as shall from time to the Banks (or, in the case of clause (d), to the relevant Bank):time be requested by such Lender: (a) concurrently with within 120 days after the delivery close of any financial statements pursuant to Section 5.1each fiscal year of EPC, (i) a certificate of a Responsible Financial Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period (i) whether or not he has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of the occurrence of any Default or Event of Default except as specified that is continuing hereunder or of any event not theretofore remedied that with notice or lapse of time or both would constitute such an Event of Default and, if so, stating in such certificatereasonable detail the facts with respect thereto, and (ii) a Compliance Certificate containing all information relevant facts in reasonable detail to evidence, and calculations necessary for determining the computations as to, whether or not EPC is in compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may berequirements set forth in Section 8.1; (ib) prompt notice promptly after the sending or filing thereof, copies of all publicly available reports that EPC sends to the Administrative Agent any of any failure by the Guarantor its security holders and copies of all publicly available reports and registration statements that EPC or the Applicant to file EPPG files with the SEC or any annual report national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders; (c) promptly in writing, notice of all litigation and of all proceedings before any Governmental Authority against or involving either Borrower, except any litigation or proceeding that in the reasonable judgment of EPC (taking into account the availability of appeals) is not likely to have a material adverse effect on Form 10-K the consolidated financial condition of EPC and its consolidated Subsidiaries taken as a whole; (d) within three Business Days after a Financial Officer obtains knowledge thereof (i) notice of the occurrence of any Default that is continuing, together with a detailed statement by a Responsible Officer of EPC of the steps being taken by EPC or quarterly report on Form 10-Q on the appropriate Subsidiary of EPC to cure the effect of such event, and (ii) notice of the occurrence of any event that could reasonably be expected to result in a Material Adverse Effect; (e) as soon as practicable and in any event (i) within 30 days after EPC or before any ERISA Affiliate knows or has reason to know that any Termination Event described in clause (a) of the date such report is required definition of Termination Event with respect to any Plan has occurred that could reasonably be filed pursuant expected to SEC regulationshave a Material Adverse Effect, and (ii) within 10 days after EPC or any ERISA Affiliate knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a statement of a Financial Officer describing such Termination Event and the action, if any, that EPC or such ERISA Affiliate proposes to take with respect thereto; (f) promptly and in any event within five Business Days after receipt thereof by EPC or any ERISA Affiliate, copies of each notice received by EPC or any ERISA Affiliate from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan which termination could reasonably be expected to have a Material Adverse Effect; (g) promptly and in any event within 30 days after the same is filedfiling thereof with the Internal Revenue Service, notice copies of each Schedule B (Actuarial Information) to the Administrative Agent of the filing of any such annual report on (Form 10-K 5500 Series) with respect to each Single Employer Plan; (h) promptly and in any event within five Business Days after receipt thereof by EPC or quarterly report on Form 10-Q any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by EPC or any ERISA Affiliate concerning (i) the imposition of Withdrawal Liability by a Multiemployer Plan, (ii) the determination that had not previously been filed a Multiemployer Plan is, or is expected to be, in reorganization or insolvent within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount of liability incurred, or expected to be incurred, by the Guarantor EPC or the Applicant as any ERISA Affiliate in connection with any event described in the preceding clause (i), and the availability (ii), or (iii) above, in each case if such event could reasonably be expected to the Banks of such filing through electronic accesshave a Material Adverse Effect; (ci) as soon as practicable but in any event within five 60 days after of any notice of request therefor, such other information respecting the same is filed, notice to financial condition and results of operations of EPC or any Subsidiary of EPC as any Lender through the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank may from time to time reasonably request; and (j) together with any Reserve Report delivered pursuant to Section 4.9(b), (i) a schedule identifying as of June 30 or December 31, as applicable, each Hedging Agreement relating to commodity prices as to which the Borrowers are bound, and setting forth the names of the parties thereto and of any guarantees thereof, and (ii) a schedule demonstrating that the Collateral Coverage Ratio is at least 1.5 to 1.0, such schedule to set forth the location and filing information of the recorded Mortgages and the PV-10 Value of the Borrowing Base Properties.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant BankLender): (a) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party the Borrower during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, condition contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower with the provisions of Section 7.1 and Section 7.9 of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; (ib) prompt notice if required to the Administrative Agent of any failure be filed by the Guarantor or the Applicant to file Borrower with the SEC any annual report on Form 10-K or pursuant to SEC rules and regulations applicable to the Borrower: within 45 days after the end of each of the first three quarterly report on periods of each fiscal year of the Borrower, a narrative discussion and analysis of the consolidated financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the projections covering such periods and to the comparable periods of the previous year (it being understood that the delivery of the management’s discussion and analysis of the applicable Form 10-Q on or before containing the date such report is required to be filed financial statements delivered pursuant to SEC regulations, and (ii) within five days after Section 6.1 shall satisfy the same is filed, notice to the Administrative Agent requirement of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (ithis Section 6.2(b), and the availability to the Banks of such filing through electronic access); (c) within five days after the same is are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, notice to copies of all financial statements and reports that the Administrative Agent of the filing by the Guarantor or the Applicant Borrower files with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; andSEC; (d) promptly, such additional financial and other information regarding the business, operations and financial conditions of the Borrower or any of its Subsidiaries as any Bank Lender may from time to time reasonably request; and (e) promptly following receipt thereof, copies of any documents described in Sections 101(f), 101(k) or 101(l) of ERISA that any Borrower, Subsidiary or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; provided, that if any Borrower, Subsidiary or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, any Borrower, Subsidiary and/or any Commonly Controlled Entity shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent (on behalf of each relevant Lender) promptly after receipt thereof.

Certificates; Other Information. Furnish to the Administrative Agent (for delivery distribution to the Banks (each Lender) or, in the case of clause (dh), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Section 7.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Holdings, the Borrower and their respective Subsidiaries with the provisions of this Agreement referred to therein (including, without limitation, Section 7.1) as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Effective Date); (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year for Holdings and its Subsidiaries (including projected consolidated balance sheets of Holdings and its Subsidiaries and supporting schedules showing the Borrower and its consolidated Subsidiaries, and Holdings, each on a stand-alone basis as of the end of the following fiscal year and the related consolidated statements of projected cash flow, projected changes in financial position and projected income for Holdings and its Subsidiaries and supporting schedules showing the Borrower and its consolidated Subsidiaries, and Holdings, each on a stand-alone basis) and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year which are delivered to the Administrative Agent sole member of Holdings for its review (collectively, the ‘Projections’), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions at the time made in light of the circumstances then existing and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any failure by material respect; (d) within 45 days after the Guarantor or end of each fiscal quarter of the Applicant Borrower during any period in which the Borrower is not required to file with the SEC any annual report periodic reports on Form Forms 10-K or quarterly report on Form and 10-Q on with the Securities and Exchange Commission, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year when comparisons are required under Section 6.1; (e) no later than 10 Business Days prior to the proposed effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or before other modification with respect to the date Senior Subordinated Note Indenture or the Purchase Documents which is prohibited by Section 7.9 or 7.16 (and the effectiveness of any such report is proposed amendment, supplement, waiver or other modification shall be conditioned upon the receipt of any necessary consent thereto required to be filed pursuant to SEC regulations, and under this Agreement); (iif) within five days after the same is filedare sent, notice to the Administrative Agent copies of the filing of any such annual report all financial statements and reports (including reports on Form 10-K or quarterly report on Form K, 10-Q that had not previously been filed by the Guarantor and 8-K) which Holdings or the Applicant as described in the preceding clause (i), and the availability Borrower sends generally to the Banks holders of such filing through electronic accessany class of its debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports which Holdings or the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (cg) within five days after promptly upon receipt thereof, copies of any management or other similar letters received from the same is filed, notice to accountants performing the Administrative Agent audit of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability financial statements pursuant to the Banks of such filing through electronic accessSection 6.1(a); and (dh) promptly, such additional financial and other information concerning Holdings, the Borrower or any of their respective Subsidiaries as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery to the Banks (orHolder, in the case of clause (d), form and detail satisfactory to the relevant Bank):Holder: (a) concurrently with not later than 90 days after the delivery end of any each fiscal year, a certificate of the Registered Public Accounting Firm stating that in making the examination necessary of the financial statements delivered pursuant to Section 5.1, (i2.01(a) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained Appendix A no knowledge was obtained of any Default or Event under the financial covenants set forth in Sections 3.13 and 3.14 of Default this Appendix A, except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (ib) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five not later than 90 days after the same is filed, notice end of such fiscal year with respect to the Administrative Agent financial statements referred to in Section 2.01(a) of this Appendix A and not later than 45 days after the end of such fiscal quarter with respect to the financial statements referred to in Section 2.01(b) of this Appendix A, a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the filing of any such annual report on Form 10-K Borrower (which delivery may, unless Xxxxxx requests executed originals, be by electronic communication including fax or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (iemail and shall be deemed to be an original authentic counterpart thereof for all purposes), and the availability to the Banks of such filing through electronic access; (c) within five days promptly after the same is are filed, notice to copies of all financial statements and regular, periodical or special reports which the Administrative Agent of the filing by the Guarantor REIT or the Applicant with Borrower may make to, or file with, the SEC of or any proxy statement, and the availability to the Banks of such filing through electronic accesssuccessor or similar Governmental Authority; and (d) promptly, such additional information regarding the business, financial and or corporate affairs of the Borrower or any Subsidiary or other information information, or compliance with the terms of this Installment Note, as any Bank the Holder may from time to time reasonably request. Documents required to be delivered pursuant to Section 2.01 or Section 2.02 of this Appendix A may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date on which the Borrower or the REIT posts such documents, or provides a link thereto, on the Borrower’s website on the internet at the website address listed on Schedule 2.02 of this Appendix A (as may be updated by the Borrower from time to time upon prior written notice to Holder); provided that the Borrower shall deliver paper copies of such documents to Holder upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Xxxxxx.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a certificate report setting forth the information required by Section 3.03 of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period Security Agreement or confirming that there has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained been no knowledge of any Default or Event of Default except as specified change in such certificateinformation since the Closing Date or, and if later, the date of the last Compliance Certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by list of Subsidiaries that identifies each Group Member with the provisions of this Agreement referred to therein Subsidiary as a Material Subsidiary or an Immaterial Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list and (iii) such other information required by the Compliance Certificate; (d) no later than ninety (90) days following the first day of the fiscal quarter or each fiscal year of the GuarantorBorrower (commencing with the first day of the first fiscal year of the Borrower ended after the Closing Date), as an annual budget (on a quarterly basis) for such fiscal year in form customarily prepared by the case may beBorrower; (ie) prompt notice to as soon as reasonably practicable after reasonable request by the Administrative Agent or a Lender, evidence of any failure by the Guarantor or the Applicant to file insurance that is in compliance with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date requirements of Section 6.06; provided that such report is evidence shall only be required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessdelivered once per fiscal year; and (df) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.02(f), none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work product; provided further that, in the event that the Borrower does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions. Documents required to be delivered pursuant to Section 6.01(a) and (b), Section 6.02(a), or Section 6.02(c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its Affiliates or any of their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” (a) are hereby deemed to be Borrower Materials suitable for distribution, and to be made available to Public Lenders as contemplated by the previous paragraph and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such paragraph (unless the Borrower otherwise notifies the Administrative Agent on or prior to the delivery thereof).

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks Lenders (or, in the case of clause (d), to the relevant BankLender): (a) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant Borrower to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant Borrower as described in the preceding clause (i), and the availability to the Banks Lenders of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant Borrower with the SEC of any proxy statement, and the availability to the Banks Lenders of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently with the no later than five (5) days after theeach delivery of any the financial statements pursuant referred to in Section 5.1, 6.01(a) and (ib) a certificate of duly completed Compliance Certificate signed by a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day Borrower, in each case together with a management’s discussion and analysis of the fiscal consolidated results of operations of the Borrower for the quarter or fiscal year of the Guarantoryear, as the case may be, covered by such financial statements; (ib) prompt notice promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent any other clause of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessthis Section 6.02; (c) within five days after together with the same is fileddelivery of each Compliance Certificate pursuant to Section 6.02(a), notice (i), in the case of annual Compliance Certificates only, a report setting forth the information required by those sections of the Perfection Certificate describing the legal name and the jurisdiction of formation of each Loan Party and the location of the chief executive office of each Loan Party or confirming that there has been no change in such information since the Closing Date or, if later, the date of the last such report and (ii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the Administrative Agent extent that there have been any changes in the identity or status as a Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since the later of the filing by the Guarantor Closing Date or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessmost recent list provided); and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (each Lender, or, in the case of clause (dg), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants in customary form reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate Compliance Certificate of a Responsible Officer on behalf of the Borrower stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with to the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice extent not previously disclosed to the Administrative Agent Agent, a description of any failure new Subsidiary and of any change in the jurisdiction of organization of any other Loan Party and a listing of any material Intellectual Property filings by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Borrower and Subsidiary Guarantors since the date such report is required to be filed of the most recent list delivered pursuant to SEC regulationsthis clause (or, and (ii) within five days after in the same is filed, notice to the Administrative Agent case of the filing of any first such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by list so delivered, since the Guarantor or the Applicant as described in the preceding clause (iClosing Date), and the availability to the Banks of such filing through electronic access; (c) within five as soon as available, but in any event not later than 45 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending on December 31, 2007), a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year and the related consolidated statements of projected cash flow and projected income (collectively, the “Annual Operating Budget”)); (d) promptly after the same is are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities (except for Permitted Investors) and, promptly after the same are filed, notice copies of all financial statements and reports that the Borrower may make to, or file with, the SEC, in each case to the Administrative Agent extent not already provided pursuant to Section 6.1 or any other clause of this Section 6.2; (e) promptly upon delivery thereof to the filing by Borrower and to the Guarantor or the Applicant with the SEC extent permitted, copies of any proxy statement, and the availability accountants’ letters addressed to the Banks its Board of such filing through electronic accessDirectors (or any committee thereof); and (df) promptly upon receipt thereof, notice of any default or event of default under the Senior Interim Loan Facility and, prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Senior Interim Loan Facility; (g) promptly, such additional financial and other information as the Administrative Agent (for its own account or upon the request from any Bank Lender) may from time to time reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered by posting such documents electronically with notice of such posting to the Administrative Agent and each Lender and if so posted, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Certificates; Other Information. Furnish to the Administrative Agent (for delivery distribution to the Banks (other Agents and each Lender), or, in the case of clause (de), to the relevant Bank):Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, (x) such financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP applied consistently throughout the periods reflected therein (except for the absence of footnotes and subject to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants year end audit adjustments) and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and (y) that such Responsible Officer has obtained no knowledge of any Default or Event of Default that has occurred and is continuing except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of Section 7.1 of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may bebe and (y) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (ib) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsas soon as available, and (ii) within five in any event no later than 60 days after the same is filed, notice to the Administrative Agent end of each fiscal year of the filing Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or Borrower and its Subsidiaries as of the Applicant as described in end of the preceding clause (i)following fiscal year, and the availability related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based upon assumptions which, in light of the circumstances under which they were made, are believed by the Borrower in good faith to be reasonable at the Banks of time made (it being understood that such filing through electronic accessprojections by their nature are inherently uncertain and that actual results may differ from the projected results by a material amount); (c) within five 50 days after the same is filedend of each of the first three quarterly periods of each fiscal year of the Borrower and within 100 days after the end of the fourth quarterly period of each fiscal year of the Borrower, notice a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year (provided that no such comparative information shall be required for any Projections covering the fiscal year ending December 2007 or any fiscal quarter in the fiscal year ending December 2007); provided that the information required pursuant to this clause (d) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower delivers to the Administrative Agent copies of the filing quarterly or annual (as applicable) financial statements and reports containing such information as filed by the Guarantor Holdings or the Applicant Borrower, as applicable, with the SEC SEC; (d) within five Business Days after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any proxy statementclass of its debt securities or public equity securities and, within five Business Days after the same are filed, copies of all financial statements and reports that the availability to Borrower may make to, or file with, the Banks of such filing through electronic accessSEC; and (de) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request; provided that in no event shall the Borrower or any Subsidiary be required to provide any documentation subject to attorney-client privilege, work product doctrine or other applicable legal privileges.

Certificates; Other Information. Furnish to the Administrative Agent for delivery (and upon receipt, the Administrative Agent shall furnish to the Banks (or, in the case of clause (d), to the relevant Bankeach Lender): (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party Group Member during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, condition contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by with respect to each Group Member with substantially in the provisions form attached hereto as Exhibit B, and (y) to the extent not previously disclosed to the Administrative Agent, (1) a description of any change in the jurisdiction of organization of any Group Member, and (2) a description of any Person that has become a Group Member or that has been designated as an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this Agreement referred to therein clause (y) (or, in the case of the first such report so delivered, since the Closing Date); (b) as soon as available, and in any event no later than 45 days after the end of each Fiscal Year of the Borrower, a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the last day end of the fiscal quarter or fiscal year following Fiscal Year, the related consolidated statements of projected cash flow and projected statements of income and a description of the Guarantorunderlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i“Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and the availability assumptions and that such Responsible Officer has no reason to the Banks of believe that such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor Projections are incorrect or the Applicant with the SEC of misleading in any proxy statement, and the availability to the Banks of such filing through electronic accessmaterial respect; and (dc) promptly, such additional financial and other information as any Bank the Administrative Agent may from time to time reasonably request; provided, however, that any document required to be filed publicly under the Federal securities laws, if any, will be sufficient to constitute delivery to the Administrative Agent upon filing.

Certificates; Other Information. Furnish to the Administrative Agent Agent, in form and detail acceptable to Agent, with sufficient copies for each Lender, the following documents: (a) Concurrently with the delivery to of the Banks financial statements described in Sections 5.1(a) for each fiscal year end, and 5.1(b) for each quarter end, a Covenant Compliance Report (or, in the case of clause (d), to the relevant Bank): (a) concurrently with the delivery of any Borrower prepared financial statements pursuant to Section 5.1for the last fiscal quarter of each fiscal year, (ia draft Covenant Compliance Report) a certificate of duly executed by a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and Borrower; (iib) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as [Reserved]; (c) As of the last day of the fiscal each quarter or fiscal year more frequently as reasonably requested by the Agent or the Majority Lenders, a mortgage pipeline and hedge position report in form and substance satisfactory to Agent; (d) As soon as available, but in any event no later than thirty (30) days after and as of the Guarantorend of each quarter, a loan closing detail report in form and detail satisfactory to Agent; (e) As soon as available, and in any event on the last day of each quarter, a secondary marketing report; (f) Within fifteen (15) days after receipt of each agency audit, including audits of HUD, Xxxxxx Mae, Xxxxxxx Mac and any other investors, a copy of such agency audit, and copies of Borrower’s responses within fifteen (15) days of filing or submission; (g) Promptly upon receipt thereof, copies of all significant reports submitted by the Credit Parties’ firm(s) of certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Credit Parties made by such accountants, including any comment letter submitted by such accountants to management in connection with their services; (h) Any financial reports, statements, press releases, other material information or written notices delivered to the holders of the Subordinated Debt pursuant to any applicable Subordinated Debt Documents (to the extent not otherwise required hereunder), as the case may beand when delivered to such Persons; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and Within thirty (ii30) within five days after the same is filedend of each quarter, notice to the Administrative Agent of the filing of any such annual a mortgage repurchase and indemnification request report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessform attached hereto as Exhibit H; (cj) within five days after the same is filedAny additional information as required by any Loan Document, notice to the Administrative Agent and such additional schedules, certificates and reports respecting all or any of the filing Collateral, the items or amounts received by the Guarantor Credit Parties in full or the Applicant with the SEC of any proxy statementpartial payment thereof, and any goods (the availability sale or lease of which shall have given rise to any of the Banks Collateral) possession of which has been obtained by the Credit Parties, all to such filing through electronic accessextent as Agent may reasonably request from time to time, any such schedule, certificate or report to be certified as true and correct in all material respects by a Responsible Officer of the applicable Credit Party and shall be in such form and detail as Agent may reasonably specify; and (dk) promptly, such Such additional financial and and/or other information as Agent or any Bank Lender may from time to time reasonably request, promptly following such request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery (which shall make available such items to the Banks (or, in the case of clause (d), to the relevant BankLenders): (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge is not aware of any Default or Event of Default except as specified in such certificate, and (ii) beginning with the date of delivery of financial statements for the fiscal quarter ending September 30, 2003, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; be (ior, in the case of the Compliance Certificate for the fiscal quarter ending September 30, 2003, containing all information and calculations that would be necessary for determining compliance with such provisions if such provisions were measured as of the last day of such period (provided that, only for the purposes of determining the Consolidated Interest Coverage Ratio for the period of four fiscal quarters ending September 30, 2003 to be set forth on such certificate, Consolidated Interest Expense for each relevant fiscal quarter of 2002 and 2003 shall be deemed to be $9,300,000)) prompt notice and (iii) to the extent not previously disclosed to the Administrative Agent Agent, a listing of any failure material patents, trademarks or copyrights (to the extent recorded in the Patent and Trademark Office or Copyright Office) acquired by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Loan Party since the date such report is required to be filed of the most recent list delivered pursuant to SEC regulationsthis clause (iii) (or, and (ii) within five days after in the same is filed, notice to the Administrative Agent case of the filing of any first such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by list so delivered, since the Guarantor or the Applicant as described in the preceding clause (iClosing Date), and the availability to the Banks of such filing through electronic access; (c) within five as soon as available, and in any event no later than 45 days after the same is filed, notice to the Administrative Agent end of each fiscal year of the filing by Borrower, a detailed consolidated budget for the Guarantor or following fiscal year (including a projected consolidated balance sheet of the Applicant with Borrower and its Subsidiaries as of the SEC end of any proxy statementthe following fiscal year, and the availability to the Banks related consolidated statements of such filing through electronic access; andprojected cash flow, projected changes in financial position and projected income); (d) no later than five Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification adverse to the Lenders with respect to the Senior Subordinated Note Indenture or the Acquisition Agreement; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly, such additional financial and other information as any Bank Lender, through the Administrative Agent, may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent Agent, with sufficient copies for delivery to the Banks (each Lender, or, in the case of clause (dg), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and 's knowledge that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps material inventory or material equipment (other than motor vehicles) and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget of the Borrower and its Subsidiaries for the following fiscal year (including consolidated statements of projected cash flow, projected changes in financial position, projected income and a capital spending plan setting forth in detail projected maintenance expenditures and projected project-related expenditures), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 30 days after the end of each fiscal month of the Borrower, mill manager's report substantially in the form customary prior to date of this Agreement; (e) no later than 10 Business Days prior to the Administrative Agent effectiveness thereof, copies of substantially final drafts of any failure by proposed amendment, supplement, waiver or other modification with respect to the Guarantor Second Priority Note Indenture or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and Acquisition Agreement; (iif) within five days after the same is filedare sent, notice copies of all financial statements and reports which the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), public equity securities and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports which the Administrative Agent of Borrower may make to, or file with, the filing by the Guarantor Securities and Exchange Commission or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesssuccessor or analogous Governmental Authority; and (dg) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent (for delivery distribution to the Banks each Lender) and, with respect to items (or, in the case of clause (db), to (c) and (f) below, the relevant Bank):Co-Collateral Agents: (a) intentionally omitted; (b) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in Sections 6.01(a), (b) and (c), (i) a certificate of duly completed Compliance Certificate signed by a Responsible Officer stating that, to of the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed Lead Borrower or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party Parent (to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or furnished even if a Covenant Compliance Event of Default except as specified is not then in such certificate, effect) and (ii) a Compliance copy of management’s discussion and analysis with respect to such financial statements. In the event of any change in GAAP used in the preparation of such financial statements, the Lead Borrower or the Parent shall also provide a statement of reconciliation conforming such financial statements to GAAP; (c) until the first month following delivery of the first 10-K annual report of the Parent following the Closing Date, on the fifteenth (15th) day of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day), and thereafter, on the tenth (10th) day of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day) (or more frequently at the option of the Lead Borrower), a Borrowing Base Certificate containing all information showing the Domestic Borrowing Base and calculations necessary for determining compliance by each Group Member with the provisions Canadian Borrowing Base, as of this Agreement referred to therein the close of business as of the last day of the fiscal quarter or fiscal year immediately preceding Fiscal Month; provided that, upon the occurrence and during the continuance of an Accelerated Borrowing Base Delivery Event, such Borrowing Base Certificate (which shall include information relating to the Inventory only to the extent then available) shall be delivered on Wednesday of each week (or, if any Wednesday is not a Business Day, on the next succeeding Business Day), as of the Guarantorclose of business on the immediately preceding Saturday; (d) promptly upon receipt, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by its Registered Public Accounting Firm in connection with the accounts or books of the Loan Parties or any Subsidiary, or any audit of any of them, including, without limitation, specifying any Internal Control Event; (e) promptly after the same are available, copies of each annual report, proxy or financial statement or other report which any Loan Party files with the SEC and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party files with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934 or with any national or foreign securities exchange or applicable Governmental Authority, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) the financial and collateral reports described on Schedule 6.02 hereto, no later than the times set forth in such Schedule, provided that certain of the reports listed on Schedule 6.02 may not be required if such delivery is not required by all of the Agents, and, if applicable, the Canadian Agent; (g) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party pursuant to the terms of the Senior Note Indenture (or any other indenture relating to Material Indebtedness) or the US Term Loan Credit Agreement or the Euro Term Loan Credit Agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (h) within thirty (30) days after the end of each Fiscal Year of the Loan Parties, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Americas Subsidiaries and containing such additional information as the case Administrative Agent, Canadian Agent, any Co-Collateral Agent, or any Lender through the Administrative Agent, may bereasonably specify; (i) prompt promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice to or other correspondence received from any Governmental Authority (including, without limitation, the Administrative Agent SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any failure by the Guarantor Loan Party or the Applicant any Subsidiary thereof or any other matter which could reasonably be expected to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesshave a Material Adverse Effect; and (dj) promptly, such additional information regarding the business affairs, financial and other information condition or operations of any Loan Party or any Americas Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, Canadian Agent, any Bank Co-Collateral Agent, or any Lender (through the Administrative Agent or the Canadian Agent, as applicable) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Lead Borrower shall deliver paper copies of such documents to any Agent or Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by such Agent or such Lender. No Agent shall have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties hereby agree that so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) the Lead Borrower shall use commercially reasonable efforts to provide that such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of all applicable securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery and each Lender, in form and detail reasonably satisfactory to the Banks (or, in Administrative Agent and the case of clause (d), to the relevant Bank):Required Lenders: (a) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in Sections 7.01(a) and (b), a certificate substantially in the form of Exhibit 7.02(a) signed by a Responsible Officer of each of the Borrowers (the “Compliance Certificate”) (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that such Borrower has taken or proposes to take with respect thereto, (ii) a Compliance Certificate containing all information and calculations necessary for determining setting forth in reasonable detail computations evidencing compliance by each Group Member with the provisions of this Agreement referred to therein Section 8.06 hereof as of determined on the last day of the fiscal quarter immediately preceding the fiscal quarter during which such certifications are to be delivered pursuant to this clause (a) and (iii) stating whether any change in GAAP or fiscal year the application thereof has occurred since the date of the Guarantoraudited financial statements referred to in Section 7.01 and, as if any change has occurred, specifying the case may beeffect of such change on the financial statements accompanying such certificate; (ib) prompt notice concurrently with the delivery of the financial statements referred to in clauses (a) and (b) of Section 7.01, a copy of the Administrative Agent of any failure certification (if any) signed by the Guarantor or principal executive officer and the Applicant to file with principal financial officer of each Borrower (each a “Certifying Officer”) as required by Rule 13A-14 under the SEC any annual report Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officer as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in such Borrower’s Annual Report on Form 10-K or quarterly report Quarterly Report on Form 10-Q on or before Q, for the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessapplicable fiscal period; (c) within five days after contemporaneously with the same is filedfiling or mailing thereof, notice copies of all financial statements sent by each Borrower to the Administrative Agent shareholders and all reports, notices, proxy statements or other communications sent by such Borrower to its shareholders, and all reports under Sections 12, 13 and 14 and under any rules promulgated with respect to such sections (including all reports on Forms 8-K, 10-K and 10-Q, along with all amendments and supplements thereto) of the filing Securities and Exchange Act of 1934, as amended, all Schedules 13D and 13G and all amendments thereto, and registration statements filed by the Guarantor such Borrower with any securities exchange or the Applicant with the SEC of or any proxy statement, and the availability to the Banks of such filing through electronic access; andsuccessor; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Borrower or any Subsidiary thereof, copies of each formal notice received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of such Borrower or such Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect; and (e) promptly, such additional information regarding the business, financial and other information or corporate affairs of any Borrower or any Principal Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Eversource or the applicable Borrower posts such documents, or provides a link thereto on Eversource’s or such Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Eversource’s or such Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) each Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) each Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to such Borrower or its securities) (each, a “Public Lender”). Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to such Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Furnish The Borrower shall furnish to the Administrative Agent for delivery distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (ai) concurrently with the delivery of any the financial statements pursuant of the Related Fund referred to in Section 5.15.1(s)(i), (i) a certificate of a Responsible Officer the independent certified public accountants firm reporting on such financial statements stating that, to that in making the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained examination necessary therefor no knowledge was obtained of any Default or Event of Default Default, except as specified in such certificate, and ; (ii) on each Measurement Date, a Compliance Borrowing Base Certificate containing showing the Borrowing Base and the Availability as of such date and evidencing that Borrower and Related Fund are in full compliance with the financial covenants set forth in Section 5.2(n) as of such date, certified as complete and correct by a Responsible Officer; provided that with respect to the Measurement Date referenced in clause (ix) of the definition of Measurement Date, the Borrowing Base Certificate required under this clause (ii) shall be as of month end but be deliverable on the 20th they of the next calendar month (or if such day is not a Business Day, the next preceding Business Day). (iii) within five (5)Business Days following its effective date, a copy of any material amendment, restatement, supplement, waiver or other modification to any Underlying Instrument of any Eligible Loan, together with any documentation prepared by the Borrower or the Investment Manager in connection with such document; (iv) within five (5) Business Days after the same are filed, copies of all financial statements, filings and reports which the Borrower or Related Fund may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (v) within 120 days after the end of each fiscal year of the Related Fund, a report covering such fiscal year of a firm of independent certified public accountants of nationally recognized standing (or any other party identified by the Administrative Agent) to the effect that such accountants (or such other party) have applied certain agreed-upon procedures (a copy of which procedures are attached hereto as Schedule IV, it being understood that the Borrower and the Administrative Agent may provide an updated Schedule IV reflecting any further amendments to such Schedule IV on or prior to the last day of the first fiscal year of the Related Fund to end following the Closing Date, a copy of which shall replace the then existing Schedule IV) to certain documents and records relating to the Collateral and the Loan Parties, compared the information contained in the Borrowing Base Certificates (including the Borrowing Base Certificates delivered pursuant to Section 5.1(q)) delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants (or such other party) that caused them to believe that the information and the calculations necessary for determining compliance by each Group Member included in such Borrowing Base Certificates were not determined or performed in accordance with the provisions of this Agreement referred Agreement, except for such exceptions as such accountants (or such other party) shall believe to therein be immaterial and such other exceptions as of shall be set forth in such statement, or an Investment Manager Termination Event occurred during the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may beapplicable reporting period; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (dvi) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request; (vii) within ninety (90) days after the end of each fiscal year of the Borrower, a static pool report in the form of Exhibit A-8 shall be provided to Administrative Agent.

Certificates; Other Information. Furnish to the Administrative Agent (on behalf of and for delivery distribution to the Banks (or, in the case of clause (d), to the relevant Bankapplicable Lenders): (a) [Reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.01, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, no Default or Event of Default has occurred and is continuing, (ii) (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Company and its Restricted Subsidiaries with the provisions of this Agreement referred to therein Financial Covenants as of the last day of the fiscal quarter or fiscal year of the GuarantorCompany, as the case may bebe and (y) to the extent not previously disclosed to the Collateral Agent, a listing of any Recordable Intellectual Property acquired by the Company or any Subsidiary Guarantor since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) (and concurrently with or promptly after delivery of such certificate, the Company shall deliver or cause to be delivered signed intellectual property security agreements with respect to any Recordable Intellectual Property listed thereon), (iii) to the extent that the Company has designated any Unrestricted Subsidiary, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements, (iv) a description of the Designated Bilateral Letters of Credit issued during the preceding fiscal quarter and (v) in the case of a certificate delivered concurrently with the delivery of the financial statements referred to in Section 6.01(a), beginning with the fiscal year ending December 31, 2019, such certificate shall also set forth the Company’s calculation of Excess Cash Flow; (ic) prompt notice promptly after available, and in any event no later than 90 days after the end of each fiscal year of the Company, a reasonably detailed consolidated budget for the following fiscal year in form and substance reasonably satisfactory to the Administrative Agent (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on good faith estimates and assumptions believed by such Responsible Officer to be reasonable at the time made (it being recognized that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount); (d) within 45 days (or, in the case of the fourth fiscal quarter of any failure by fiscal year, 90 days) after the Guarantor or end of each fiscal quarter of the Applicant Company, a narrative discussion and analysis of the financial condition and results of operations of the Company and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before end of such fiscal quarter, as compared to the date such report is required to be filed pursuant to SEC regulations, and comparable periods of the previous fiscal year; (iie) within five days after the same is filedare sent, notice copies of all financial statements and reports that the Company generally sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice copies of all financial statements and reports that the Company may make to, or file with, the SEC; (f) promptly after the request by any Lender through the Administrative Agent, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (g) to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC extent required under Section 6.05, annual renewals of any proxy statement, and the availability to the Banks of such filing through electronic accessflood insurance policy or force-placed flood insurance policy; and (dh) promptly, such additional financial and other information as any Bank may from time to time time, such other information regarding the operations, business affairs and financial condition of the Company or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender through the Administrative Agent may reasonably request; provided that neither the Company nor any of its Restricted Subsidiaries shall be required to furnish such other information to the extent that the Company or such Restricted Subsidiary has determined in good faith that (x) it is prohibited from furnishing such other information by a Requirement of Law or a Contractual Obligation (it being understood and agreed that this Section 6.02(h) shall not be applied to augment the periodic reporting obligations of the Company under this Agreement), (y) constitutes non-financial trade secrets or non-financial proprietary information or (z) such information is subject to attorney-client or similar privilege or constitutes attorney work product. As to any information contained in materials furnished pursuant to Section 6.02(e), the Company shall not be separately required to furnish such information under Section 6.01(a) or (b) or under paragraph (d) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in Section 6.01(a) or (b) or under paragraph (d) above at the times specified therein. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b), (d) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on a U.S. government website or on the Company’s behalf on an Internet or intranet website, if any, in each case, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery (and the Administrative Agent shall make the same available to the Banks (orLenders), in the case of clause (d), form and detail satisfactory to the relevant Bank):Administrative Agent: (a) concurrently with the delivery of any the financial statements pursuant referred to in Section 5.17.01(a), a report of its independent certified public accountants certifying such financial statements and stating that in connection with its audit examination no knowledge was obtained of any Default under the financial covenants set forth in Section 8.11 or, if any such Default shall exist, stating the nature and status of such event; (ib) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a certificate of duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer stating thatof the Borrower (which delivery may, to unless the best of each such Responsible Officer’s knowledgeAdministrative Agent or a Lender requests executed originals, each Credit Party during such period has observed be by electronic communication including fax or performed all of its covenants email and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party shall be deemed to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing an original authentic counterpart thereof for all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may bepurposes); (ic) prompt notice promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the Administrative Agent equityholders of the Borrower or any failure by Subsidiary, and copies of all annual, regular, periodic and special reports and registration statements which the Guarantor Borrower or the Applicant any Subsidiary may file or be required to file with the SEC any annual report on Form 10-K under Section 13 or quarterly report on Form 10-Q on or before 15(d) of the date such report is Securities Exchange Act of 1934, and not otherwise required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice delivered to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accesspursuant hereto; (cd) concurrently with the delivery of the financial statements referred to in Section 7.01(b) for the first and third fiscal quarters of each fiscal year of the Borrower, a report signed by a Responsible Officer of the Borrower that supplements Schedule 6.17 to the Disclosure Letter (Effective Date) (or, if updated in connection with delivery of the Disclosure Letter (Initial Funding Date), that supplements Schedule 6.17 to the Disclosure Letter (Initial Funding Date)) such that, as supplemented, such schedule would be accurate and complete as of such date (and if no supplement is required to cause such schedule to be accurate and complete as of such date, then the Borrower shall not be required to deliver such a report); (e) promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower, or any audit of any of the Borrower; (f) promptly, and in any event within five days ten Business Days after receipt thereof by the same is filedBorrower or any Subsidiary, copies of each notice to or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any Subsidiary; (g) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, the filing by the Guarantor or the Applicant with the SEC of any proxy statement, USA PATRIOT Act and the availability to the Banks of such filing through electronic accessBeneficial Ownership Regulation; and (dh) promptly, such additional information regarding the business, financial and other information or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as any Bank the Administrative Agent may from time to time reasonably requestrequest in order to allow it to determine compliance with the Loan Documents. Documents required to be delivered pursuant to Section 7.01(a) or 7.01(b) or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02 or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or BofA Securities may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, BofA Securities, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities Laws (provided, that, to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information” and (iv) the Administrative Agent and BofA Securities shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Furnish to the Administrative Agent for delivery to each Lender (and the Banks (or, in the case of clause (d), Administrative Agent agrees to the relevant Bankmake and so deliver such copies): (a) concurrently with the delivery of any the financial statements pursuant and reports referred to Section 5.1in Subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of the Borrower in substantially the form of Exhibit U or such other form as may be agreed between the Borrower and the Administrative Agent (a “Compliance Certificate”) (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party of the Borrower and its Restricted Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and or the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificate, and (ii) a commencing with the delivery of the Compliance Certificate containing all information for the fiscal year ending January 28, 2018, setting forth a reasonably detailed calculation of the Consolidated Total Leverage Ratio for the Most Recent Four Quarter Period[reserved] and calculations necessary for determining compliance by each Group Member (iii) commencing with the provisions delivery of this Agreement referred to therein the Compliance Certificate for the fiscal year ended February 3, 2019, if (A) delivered with the financial statements required by Subsection 7.1(a) and (B) the Consolidated Secured Leverage Ratio as of the last day of the fiscal quarter or immediately preceding fiscal year was greater than or equal to 4.23.2 5:1.00, set forth in reasonable detail the amount of (and the Guarantor, as calculations required to establish the case may beamount of) Excess Cash Flow for the respective fiscal year covered by such financial statements; (ib) prompt notice to within five Business Days after the Administrative Agent same are filed, copies of any failure by all financial statements and periodic reports which the Guarantor or the Applicant to Borrower may file with the SEC or any annual report on Form 10-K successor or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessanalogous Governmental Authority; (c) within five days Business Days after the same is are filed, notice to copies of all registration statements and any amendments and exhibits thereto, which the Administrative Agent of the filing by the Guarantor or the Applicant Borrower may file with the SEC of or any proxy statement, and the availability to the Banks of such filing through electronic access; andsuccessor or analogous Governmental Authority; (d) subject to the last sentence of Subsection 7.6, promptly, such additional financial and other information regarding the Loan Parties as any Bank Agent or the Required Lenders through the Administrative Agent may from time to time reasonably request; and (e) promptly upon reasonable request from the Administrative Agent calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably requested by the Administrative Agent promptly following receipt of a written notice from the Borrower electing to change the Fixed GAAP Date, which calculations shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date and identify the material change(s) in GAAP giving rise to the change in such calculations. Documents required to be delivered pursuant to Subsection 7.1(a), 7.1(b), 7.1(c), 7.2(a), 7.2(b), 7.2(c), 7.2(d) or 7.2(e) or this Subsection 7.2 may at the Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s (or any Parent Entity’s or IPO Vehicle’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on which such documents are posted on the Borrower’s (or any Parent Entity’s or IPO Vehicle’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including any website maintained by the SEC) or whether sponsored by the Administrative Agent). Following the electronic delivery of any such documents by posting such documents to a website in accordance with the preceding sentence (other than the posting by the Borrower of any such documents on any website maintained for or sponsored by the Administrative Agent), the Borrower shall promptly provide the Administrative Agent notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such documents may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute a Default hereunder.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of thedate on which financial statements referred to inare required to be delivered under Sections 6.01(a) and (b) (commencing with the financial statements for the fiscal quarter ended September 30, 2012), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, including (i) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.05(b), (ii) a list that identifies each Domestic Subsidiary that is an Excluded Subsidiary solely by reason of clause (e) of the definition thereof as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list, (iii) if during the last fiscal quarter covered by such Compliance Certificate the Borrower and its Restricted Subsidiaries shall have made any Discounted Voluntary Prepayment pursuant to Section 2.05, any Investment pursuant to Section 7.02(n), any Restricted Payment pursuant to Section 7.06(k) or any payment made pursuant to Section 7.09(a)(iii), a reasonably detailed calculation (including all relevant financial information reasonably requested by the Administrative Agent) of the Available Amount as of the end of such fiscal quarter and (iv) such other information required by the Compliance Certificate; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) that could reasonably be expected to result in a Material Adverse Effect; (d) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a) (commencing with the financial statements for the fiscal year ended December 31, (i2012), a report setting forth the information required by Section 3.03(c) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period Security Agreement or confirming that there has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained been no knowledge of any Default or Event of Default except as specified change in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with since the provisions of this Agreement referred to therein as Closing Date or the date of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may beannual Compliance Certificate; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (de) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; and (a) promptly, a copy of any document relating to any of the matters referred to in Section 7.07(a). Documents required to be delivered pursuant to Sections 6.01(a) and (b) or Sections 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding the foregoing, the Borrower shall deliver originally executed Compliance Certificates to the Administrative Agent (in addition to the electronic copies pursuant to the foregoing). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or anothera substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Furnish Deliver to the Administrative Agent: (a) not later than five days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed certificate signed by the chief executive officer or a Financial Officer of the Borrower (i) certifying as to whether a Default exists and, if a Default exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) beginning with the first full fiscal quarter of the Borrower after the Closing Date, setting forth the Consolidated Interest Coverage Ratio as of the most recently ended fiscal quarter included in such financial statements and a reasonably detailed calculation thereof; (b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements (other than amendments to any registration statement to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent, exhibits to any registration statement and, if applicable, any registration statement filed on Form S-8) which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank): (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesshereto; and (dc) promptly, such additional information regarding the business, financial and other information or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, on its own behalf or on behalf of any Bank Lender, may from time to time reasonably requestrequest in writing. Documents required to be delivered pursuant to Section 6.01(a) or (b) or paragraph (b) of this Section shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s or the Borrower’s website, (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (iii) on which the Borrower (or a parent company thereof) publicly files such documents with the SEC. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (iv) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable for posting, and shall post such Borrower Materials, only on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Furnish Deliver to the Administrative Agent (for delivery further distribution to each Lender), in form and detail satisfactory to the Banks (or, in Administrative Agent and the case of clause (d), to the relevant Bank):Required Lenders: (a) concurrently with the delivery of any the financial statements referred to in Section 6.01(a) (beginning with the Fiscal Year ended December 31, 2007), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default as they relate to financial matters or, if any such Default shall exist, stating the nature and status of such event; (b) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b) (beginning with the fiscal quarter ended June 30, 2007), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and with respect to the financial statements delivered pursuant to Section 5.1, 6.01(a) a list of all Subsidiaries that are “Non-Guarantor Subsidiaries” pursuant to clause (v) of the definition thereof together with calculations showing that each Subsidiary set forth on such list individually is not a Material Subsidiary and that all such Subsidiaries in the aggregate (i) a certificate comprise less than 2% of a Responsible Officer stating that, to Consolidated Total Assets of the best Borrower at the end of each such Responsible Officer’s knowledge, each Credit Party during such the period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, financial statements relate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions have income less than 2% of this Agreement referred to therein as Consolidated Net Income of the last day of Borrower for the fiscal quarter or fiscal year of the Guarantor, as the case may beperiod to which such financial statements relate; (c) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a summary of operations for such quarterly period for (i) prompt notice each Hospital Facility operated by the Borrower and (ii) each Subsidiary, each certified by a Responsible Officer to be true and correct; (d) not later than the last business day of each Fiscal Year, deliver to the Administrative Agent and each Lender consolidated financial projections for the Borrower and its Subsidiaries for the next Fiscal Year, consisting of a consolidated balance sheet, income statement and cash flow statement and the key assumptions utilized in the preparation of such financial projections, and demonstrating compliance with Section 7.01 hereof; (e) promptly after any request by the Administrative Agent or any Lender, copies of any failure by detailed audit reports, management letters or recommendations submitted to the Guarantor board of directors (or the Applicant audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them; (f) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC any annual report on Form 10-K under Section 13 or quarterly report on Form 10-Q on or before 15(d) of the date such report is Exchange Act, and not otherwise required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice delivered to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesspursuant hereto; and (dg) promptly, such additional information regarding the business, financial and other information or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public.”

Certificates; Other Information. Furnish The Borrower shall deliver to the Administrative Agent for delivery (and the Administrative Agent shall disseminate such information pursuant to the Banks (orterms of this Section 6.02), in the case of clause (d), form and detail reasonably satisfactory to the relevant Bank):Administrative Agent and the Required Lenders: (a) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in Sections 6.01(a) and (b), (i) a certificate of duly completed Compliance Certificate signed by a Responsible Officer stating thatof the Borrower; which shall include, to without limitation, calculation of the best financial covenants set forth in Section 6.12 and an update of each such Responsible Officer’s knowledgeSchedule 5.11, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, if applicable and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by duly completed Unencumbered Property Certificate; (b) within thirty (30) days after the end of each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as beginning with the case may befiscal year ending December 31, 2017, an annual operating forecast of the Borrower containing, among other things, pro forma financial statements for the then current fiscal year and updated versions of the pro forma financial projections delivered in connection with Section 4.01(d) hereof; (c) promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors by the independent accountants of the Borrower (or the audit committee of the board of directors of the Borrower) in respect of the Borrower (and, to the extent any such reports, letters or recommendations are prepared separately for any one or more of the Credit Parties, such Credit Party) by independent accountants in connection with the accounts or books of the Borrower (or such Credit Party) or any audit of the Borrower (or such Credit Party); (d) promptly after the same are available, (i) prompt notice copies of each annual report, proxy or financial statement or other report or communication sent to the Administrative Agent stockholders of any failure by the Guarantor Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or the Applicant be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or to a holder of any annual report on Form 10-K or quarterly report on Form 10-Q on or before Indebtedness owed by the date Borrower in its capacity as such report is holder and not otherwise required to be filed delivered to the Administrative Agent pursuant to SEC regulations, hereto and (ii) within five days after upon the same is filedrequest of the Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters; (e) promptly upon receipt thereof, a copy of any other report or “management letter” submitted by independent accountants to the Borrower in connection with any annual, interim or special audit of the books of the Borrower; (f) promptly upon any Responsible Officer of the Borrower becoming aware thereof, notice of any matter that has resulted or could reasonably be expected to the Administrative Agent result in a Material Adverse Effect and any other Default or Event of Default; (g) within ten (10) days upon any Responsible Officer of the filing Borrower becoming aware thereof, reports detailing income or expenses of any such annual report assets directly owned or operated, or which will be included on the balance sheet for purposes of FIN 46, other than as previously disclosed in the Borrower’s Form 10-K or quarterly report on Form K, 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessany other publicly available information; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (dh) promptly, such additional information regarding the business, financial and other information or corporate affairs of the Credit Parties, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Bank Lender (through the Administrative Agent) may from time to time reasonably request; and (i) promptly upon any announcement by Mxxxx’x, S&P or Fitch of any change or possible change in a Debt Rating. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b), (c), or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted by the Administrative Agent (on the Borrower’s behalf) on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender (through the Administrative Agent) that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender (through the Administrative Agent) and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (through the Administrative Agent) of the posting of any such documents (each Lender to which delivery of such documents shall be made by posting to any such website shall have been given access to such website on or prior to the date of such posting) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower or the other Credit Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (x) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (y) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby further agrees that (ww) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (xx) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.08); (yy) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public;” and (zz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public.”

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a certificate list of Subsidiaries that identifies each Subsidiary as a Responsible Officer stating that, to Material Subsidiary or an Immaterial Subsidiary as of the best date of each delivery of such Responsible Officer’s knowledge, each Credit Party during such period has observed Compliance Certificate or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it a confirmation that there is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified change in such certificate, information since the later of the Initial Closing Date or the date of the last such list and (ii) a Compliance Certificate containing all such other information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure required by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.02(d), none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work product; provided further that, in the event that the Borrower does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions. Documents required to be delivered pursuant to Section 6.01(a) and (b) or Section 6.02(a) may be delivered (1) electronically or (2) to the extent that such are publicly available via XXXXX or another publicly available reporting system, by the Borrower advising the Administrative Agent of the filing thereof, and if so delivered pursuant to clause (1), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or pursuant to clause (2), shall be deemed to have been delivered on the date the Borrower advises the Administrative Agent of the filing thereof; provided that with respect to clause (1): (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the Lenders (“Public Lenders”) may be “Public-Side” Lenders (i.e., Lenders that (or have personnel that) do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.

Certificates; Other Information. Furnish to the Administrative each Agent for delivery to the Banks (and each ------------------------------- Lender, or, in the case of clause (dg), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Holdings, the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (e) to the extent approval is required by the Required Lenders pursuant to Section 7.9, no later than 10 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any failure by proposed amendment, supplement, waiver or other modification with respect to the Guarantor Senior Note Indenture or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and Acquisition Documentation; (iif) within five days after the same is filedare sent, notice copies of all financial statements and reports which Holdings or the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), public equity securities and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to the Administrative Agent copies of the filing by the Guarantor all financial statements and reports which Holdings or the Applicant with Borrower may make to, or file with, the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSEC; and (dg) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish The Borrower shall furnish to Agent (and Agent shall thereafter make available to each Lender) or, as the case may be, to a Lender by Electronic Transmission: (a) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower (or any direct or indirect parent thereof, as applicable) files or is required to file with the SEC or with any Governmental Authority or with any national securities exchange that may be substituted therefor (other than amendments to any registration statement (to the Administrative Agent for delivery to the Banks (orextent such registration statement, in the case of clause (dform it became effective, is delivered), exhibits to the relevant Bank):any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to Agent pursuant hereto; (ab) concurrently with the delivery of any the financial statements referred to in Sections 4.1(a) and 4.1(b) above (commencing with the financial statements delivered pursuant to Section 5.14.1(b) for the Fiscal Quarter ending June 30, 2022), a fully and properly completed certificate in the form of Exhibit 4.2(b) (i) a certificate “Compliance Certificate”), certified on behalf of the Borrower by a Responsible Officer stating thatof the Borrower, to the best of in each such Responsible Officer’s knowledgeinstance, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter each Fiscal Quarter or fiscal year of the GuarantorFiscal Year, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessapplicable; (c) within five days after the same is filedtogether with each Compliance Certificate pursuant to Section 4.2(b), notice to the Administrative Agent if reasonably requested by Agent, (i) a list of Subsidiaries that identifies each Subsidiary (x) as a Material Subsidiary or an Immaterial Subsidiary and (y) as an Unrestricted Subsidiary or Restricted Subsidiary, in each case, as of the filing date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list and (ii) such other information required by the Guarantor or Compliance Certificate; (d) no later than sixty (60) days following the Applicant end of each Fiscal Year of the Borrower (beginning with the SEC Fiscal Year ending December 31, 2022), an annual budget (on a monthly or quarterly basis) for such succeeding Fiscal Year, together with a comparison to preliminary prior year’s fiscal results, in form customarily prepared by the Borrower (but in any event including projected financial statements for such year on at least a quarterly basis); (e) promptly following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of any proxy statementcompliance with applicable “know your customer” and anti-money-laundering rules and regulations, and including, without limitation, the availability to Patriot Act and, if applicable, the Banks of such filing through electronic accessBeneficial Ownership Regulation; and (df) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Credit Party or any Subsidiary, or compliance with the terms of the Loan Documents, as Agent or any Bank Lender through Agent may from time to time reasonably request; provided, however, notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided, further, that in each case, the Borrower shall advise Agent that information is being withheld and shall use its commercially reasonable efforts to obtain a waiver of such obligation and/or communicate, to the extent feasible, the applicable information in a way that would not violate the applicable obligation.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the required deadline for delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a certificate list of Subsidiaries that identifies each Subsidiary as a Responsible Officer stating that, to Material Subsidiary or an Immaterial Subsidiary for the best of each Test Period covered by such Responsible Officer’s knowledge, each Credit Party during Compliance Certificate or a confirmation that there is no change for such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, information since the later of the Closing Date or the date of the last such list and (ii) a Compliance Certificate containing all such other information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure required by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.02(d), none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work product; provided, further that in the event that the Borrower does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions. Documents required to be delivered pursuant to Section 6.01(a) and (b) or Section 6.02(a) may be delivered (1) electronically or (2) to the extent that such are publicly available via XXXXX or another publicly available reporting system, by the Borrower advising the Administrative Agent of the filing thereof, and if so delivered pursuant to clause (1), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or pursuant to clause (2), shall be deemed to have been delivered on the date the Borrower advises the Administrative Agent of the filing thereof; provided that with respect to clause (1): (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the Lenders (“Public Lenders”) may be “Public-Side” Lenders (i.e., Lenders that (or have personnel that) do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Borrower agrees that any financial statements delivered pursuant to Section 6.01(a) and 6.01(b) and Compliance Certificate delivered under Section 6.02(a) will be deemed to be “PUBLIC” Borrower Materials and may be made available to Public Lenders. Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):The Borrower shall: (a) furnish to the Agent concurrently with the delivery of any the financial statements pursuant referred to in Section 5.1, (i5.1(a) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) b), a Covenant Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred respect to therein as of the last day of the fiscal such quarter or fiscal year of the Guarantoryear, as the case may be; (b) furnish to the Agent as soon as available, but in any event within 30 days after the beginning of each fiscal year of the Borrower, a copy of (i) prompt notice the annual operating budget for the Borrower and its Subsidiaries for such fiscal year (broken down into a monthly format as to the Administrative Agent income statement, balance sheet and statement of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, cash flows) and (ii) a complete financial forecast of the results of the Borrower and its Subsidiaries covering the period up to and including the latest of the (x) Revolving Loan Commitment Expiration Date and (y) Term Loan Maturity Date, in each case in form and detail reasonably satisfactory to the Agent; (c) furnish to the Agent within five Business Days after the same are filed, copies of all financial statements, and material reports and notices which the Borrower or any Subsidiary may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (d) furnish to the Agent promptly but, in any event, within five Business Days after the Borrower’s receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to the Borrower by the Accountants in connection with any annual or interim audit of the books thereof; (e) furnish to the Agent as soon as possible and in any event within five days after a Responsible Officer has knowledge of the occurrence of a Default or, in the good faith determination of a Responsible Officer of the Borrower, a Material Adverse Effect, the written statement by a Responsible Officer of the Borrower, setting forth the details of such Default, Event of Default or Material Adverse Effect and the action which the Borrower proposes to take with respect thereto; (f) furnish to the Agent (i) as soon as possible and in any event within five Business Days after the Borrower knows or has reason to know that any Termination Event with respect to any Plan has occurred, a statement of a Responsible Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower proposes to take with respect thereto, (ii) promptly and in any event within five Business Days after receipt thereof by the Borrower, any Subsidiary or any of its or their ERISA Affiliates from the PBGC, copies of each notice received by the Borrower, any Subsidiary or any of its or their ERISA Affiliates of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (iii) promptly and in any event within five days after the same is filedfiling thereof with the Internal Revenue Service, notice copies of each Schedule B (Actuarial Information) to the Administrative Agent annual report (Form 5500 Series) with respect to each Single Employer Plan maintained for or covering employees of the filing Borrower or any of its Subsidiaries if the present value of the accrued benefits under the Plan exceeds its assets by an amount which could cause a Material Adverse Effect and (iv) promptly and in any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed event within five Business Days after receipt thereof by the Guarantor Borrower, any Subsidiary or any of its or their ERISA Affiliates from a sponsor of a Multiemployer Plan or from the Applicant as described in PBGC, a copy of each notice received by the preceding clause (i)Borrower, and any Subsidiary or any of its ERISA Affiliates concerning the availability to the Banks imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such filing through electronic accessMultiemployer Plan may enter reorganization status under Section 4241 of ERISA; (cg) within furnish to the Agent promptly after the commencement thereof, but in any event not later than five days after service of process with respect thereto on, or the same is filedobtaining of knowledge by, a Responsible Officer of the Borrower, notice of each action, suit or proceeding before any court or governmental authority or other regulatory body or any arbitrator as to the Administrative Agent which there is a reasonable possibility of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessa determination that could have a Material Adverse Effect; and (dh) promptly, furnish to the Agent promptly such additional financial and other information as the Agent or any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent, the Canadian Administrative Agent for delivery to and the Banks Syndication Agent (or, in the case of clause (dg), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 7.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.17.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorCedar Fair LP, as the case may be, and, if applicable, for determining the Applicable Margins and Commitment Fee Rate, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the First Restatement Date); (ic) prompt notice as soon as available, and in any event no later than 90 days after the end of each fiscal year of Cedar Fair LP, a detailed consolidated budget for the fiscal year following such fiscal year then ended (including a projected consolidated balance sheet of Cedar Fair LP and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) if Cedar Fair LP is not then a reporting company under the Securities Exchange Act of 1934, as amended, within 45 days after the end of each fiscal quarter of Cedar Fair LP (or 90 days, in the case of the last fiscal quarter of any fiscal year), a narrative discussion and analysis of the financial condition and results of operations of Cedar Fair LP and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (e) no later than 10 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any failure by proposed amendment, supplement, waiver or other modification with respect to the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and Acquisition Documentation; (iif) within five days after the same is filedare sent, notice copies of all financial statements and reports that either Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice copies of all financial statements and reports that either Borrower may make to, or file with, the SEC or any other governmental or regulatory authority; (g) promptly upon the Canadian Administrative Agent’s request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) then in effect and, if applicable, all related trust agreements or other funding instruments and all amendments thereto then in effect, and all written interpretations thereof and written descriptions thereof that remain applicable and that have been distributed to the Administrative Agent employees or former employees of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessGroup Members; and (dh) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery (and upon receipt, the Administrative Agent shall furnish to the Banks (or, in the case of clause (d), to the relevant Bankeach Lender): (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party Group Member during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, condition contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) subject to the proviso of Section 6.13, a Compliance Certificate containing all information and calculations necessary for determining compliance by with respect to each Group Member with substantially in the provisions form attached hereto as Exhibit B, and (y) to the extent not previously disclosed to the Administrative Agent, (1) a description of any change in the jurisdiction of organization of any Group Member, and (2) a description of any Person that has become a Group Member or that has been designated as an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this Agreement referred to therein clause (y) (or, in the case of the first such report so delivered, since the Closing Date); (b) as soon as available, and in any event no later than 45 days after the end of each Fiscal Year of the Borrower, a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the last day end of the fiscal quarter or fiscal year following Fiscal Year, the related consolidated statements of projected cash flow and projected statements of income and a description of the Guarantorunderlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i“Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and the availability assumptions and that such Responsible Officer has no reason to the Banks of believe that such filing through electronic accessProjections are incorrect or misleading in any material respect; (c) (i) on or prior to June 15, 2007 the Borrowing Base Certificate for the period ended April 29, 2007 and (ii) with respect to any Borrowing Base Certificate thereafter, as soon as available but in any event within five 30 days after the same end of each Fiscal Month, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that if the sum of Availability plus Perfected Cash is filedless than $15,000,000, notice such Borrowing Base Certificate and the other documents set forth above will be delivered within five Business Days after the end of each Fiscal Week; provided further that, at any time that Availability is at least $15,000,000 for a period of 60 consecutive days, the monthly delivery of the Borrowing Base Certificate and the other documents as set forth above shall again become applicable; (d) as soon as available but in any event within 30 days (or in the case of (iv) below, 45 days) of the end of each calendar month and at such other times as may be requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent Agent: (i) a detailed aging of the filing Borrower’s Accounts (1) including all invoices aged by invoice date (with terms offered) and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the names and balance due for each Account Debtor; (ii) a schedule detailing the Borrower’s Inventory, in form satisfactory to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first in, first out basis) or market, and adjusted for Reserves as the Administrative Agent has previously indicated to the Borrower, and (2) reconciled to the Borrowing Base Certificate delivered as of such date; (iii) a worksheet of calculations prepared by the Guarantor or Borrower to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the Applicant with the SEC of any proxy statement, Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the availability reason for such exclusion; (iv) a reconciliation of the Borrower’s Accounts and Inventory between the amounts shown in the Borrower’s general ledger and financial statements and the reports delivered pursuant to the Banks of such filing through electronic accessclauses (i) and (ii) above; and (dv) a reconciliation of the loan balance per the Borrower’s general ledger to the loan balance under this Agreement; (e) as soon as available but in any event within 30 days of the end of each calendar month and at such other times as may be requested by the Administrative Agent, as of the month then ended, a schedule and aging of the Borrower’s accounts payable, delivered electronically in a text formatted file acceptable to the Administrative Agent; (f) within 120 days after the end of each Fiscal Year, an updated customer list for the Borrower and the Restricted Subsidiaries setting forth all customers during such Fiscal Year, which list shall state the customer’s name, mailing address and phone number; and (g) promptly, such additional financial and other information as any Bank the Administrative Agent may from time to time reasonably request. provided, however, that any document required to be filed publicly under the Federal securities laws, if any, will be sufficient to constitute delivery to the Administrative Agent upon filing.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Parent; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Parent or any Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any financial statements each Compliance Certificate pursuant to Section 5.16.02(a) (but only together with the delivery of a Compliance Certificate in connection with financial statements delivered pursuant to Section 6.01(a)), (i) a certificate report setting forth the information required by a Perfection Certificate Supplement or confirming that there has been no change in such information since the Closing Date or the date of a Responsible Officer stating that, the last such report (provided that no such Perfection Certificate Supplement or confirmation shall be required in connection with the Compliance Certificate to be delivered for the financial statements relating to the best of each such Responsible Officer’s knowledgefiscal year ended December 31, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, 2013) and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by list of the Subsidiaries of Parent that identifies each Group Member with the provisions of this Agreement referred to therein Subsidiary as a Restricted or an Unrestricted Subsidiary as of the last day date of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks delivery of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of the Loan Parties or any of their respective Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request. The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that so long as Parent is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC “which, at a minimum, shall mean that the word “PUBLIC “shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Parent, either Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC “are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC “as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Parent shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Certificates; Other Information. Furnish to the Lenders through the Administrative Agent for delivery to the Banks (including by means of IntraLinks or any similar posting) (or, in the case of clause (d)) below, to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Section 7.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Holdings, the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; (ic) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsas soon as available, and (ii) within five in any event no later than 60 days after the same is filed, notice to the Administrative Agent end of each fiscal year of the filing Borrower, a budget for the following fiscal year (which shall include projected Consolidated Operating Cash Flow and budgeted capital expenditures), and, as soon as available, material revisions, if any, of any such annual report on Form 10-K or quarterly report on Form 10-Q budget with respect to such fiscal year (collectively, the “Budget”), which Budget shall in each case be accompanied by a certificate of a Responsible Officer stating that had not previously been filed such Budget is based upon good faith estimates and assumptions believed by such Responsible Officer to be reasonable at the time made, it being recognized by the Guarantor Lenders that any financial information contained therein as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing projected results set forth therein by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessa material amount; and (d) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish The Borrower shall furnish to Agent (and Agent shall thereafter make available to each Lender) or, as the case may be, to a Lender by Electronic Transmission: (a) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower (or any direct or indirect parent thereof, as applicable) files or is required to file with the SEC or with any Governmental Authority or with any national securities exchange that may be substituted therefor (other than amendments to any registration statement (to the Administrative Agent for delivery to the Banks (orextent such registration statement, in the case of clause (dform it became effective, is delivered), exhibits to the relevant Bank):any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to Agent pursuant hereto; (ab) concurrently with the delivery of any the financial statements referred to in Sections 4.1(a) and 4.1(b) above (commencing with the financial statements delivered pursuant to Section 5.14.1(b) for the Fiscal Quarter ending September 30, 2021), a fully and properly completed certificate in the form of Exhibit 4.2(b) (i) a certificate “Compliance Certificate”), certified on behalf of the Borrower by a Responsible Officer stating thatof the Borrower, to the best of in each such Responsible Officer’s knowledgeinstance, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter each Fiscal Quarter or fiscal year of the GuarantorFiscal Year, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessapplicable; (c) within five days after together with each Compliance Certificate pursuant to Section 4.2(b), if reasonably requested by Agent, (i) a report setting forth the same is filed, notice to the Administrative Agent information required by Section 3.03(c) of the filing Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last Compliance Certificate), (ii) a description of each event, condition or circumstance during the last Fiscal Quarter covered by such Compliance Certificate requiring a prepayment under Section 1.8, (iii) a list of Subsidiaries that identifies each Subsidiary (x) as a Material Subsidiary or an Immaterial Subsidiary and (y) as an Unrestricted Subsidiary or Restricted Subsidiary, in each case, as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list and (iv) such other information required by the Guarantor or Compliance Certificate; (d) no later than sixty (60) days following the Applicant end of each Fiscal Year of the Borrower (beginning with the SEC Fiscal Year ending December 31, 2021), an annual budget (on a monthly or quarterly basis) for such succeeding Fiscal Year, together with a comparison to preliminary prior year’s fiscal results, in form customarily prepared by the Borrower (but in any event including projected financial statements for such year on at least a quarterly basis); (e) promptly following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of any proxy statementcompliance with applicable “know your customer” and anti-money-laundering rules and regulations, and including, without limitation, the availability to Patriot Act and, if applicable, the Banks of such filing through electronic accessBeneficial Ownership Regulation; and (df) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Credit Party or any Subsidiary, or compliance with the terms of the Loan Documents, as Agent or any Bank Lender through Agent may from time to time reasonably request; provided, however, notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided, further, that in each case, the Borrower shall advise Agent that information is being withheld and shall use its commercially reasonable efforts to obtain a waiver of such obligation and/or communicate, to the extent feasible, the applicable information in a way that would not violate the applicable obligation.

Certificates; Other Information. Furnish to the Administrative Agent for delivery or the Collateral Agent (as applicable) (in each case which shall promptly furnish to the Banks each Lender (or, in the case of clause (dg), to the relevant BankLender)): (a) concurrently with the delivery of any financial statements pursuant to (1) clauses (a) and (b) of Section 5.17.1, (i) a certificate of a Responsible Officer of Holdings stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) to the extent not previously disclosed and delivered to the Administrative Agent and the Collateral Agent, (A) a listing of any Intellectual Property which is the subject of a registration or application (including Intellectual Property included in the Collateral which was theretofore unregistered and becomes the subject of a registration or application) acquired or created by any Loan Party since the date of the most recent list delivered pursuant to this clause (ii) (or, in the case of the first such list so delivered, since the Closing Date), and (iiB) one or more Intellectual Property Security Agreements evidencing the security interest created in such Intellectual Property registered or applied for in the United States suitable for recordation in the United States Patent and Trademark Office or the United States Copyright Office, as applicable (other than registered domain names and United States intent-to-use trademark applications that are included in the Excluded Collateral (as defined in the Guarantee and Collateral Agreement)) and the Borrowers undertake to file such Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (iii) a Compliance Certificate containing all information necessary for calculating Excess Cash Flow for the accounting period covered by the financial statements accompanying such Compliance Certificate (provided that any Compliance Certificate accompanying financial statements delivered pursuant to Section 7.1(a) shall also include all information and calculations necessary for determining compliance by each Group Member with calculating Excess Cash Flow for the provisions of this Agreement referred to therein as fourth fiscal quarter of the last day Borrowers for the relevant year) and (2) Section 7.1(a), a certificate of a Responsible Officer attaching a supplement to the Perfection Certificate reflecting any changes to the schedules thereto during such fiscal year or confirming that there has been no change in such information since the date of the fiscal quarter Perfection Certificate or latest supplement thereto; (b) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the GuarantorBorrowers, a detailed consolidated budget for Parent and Parent’s Subsidiaries, a detailed combined budget for BA and BA’s Subsidiaries, a detailed combined budget for CA and its Domestic Subsidiaries, a detailed combined budget for Holdings’ Canadian Subsidiaries (to the extent there exists any direct or indirect Canadian Subsidiary of Holdings at the end of the relevant fiscal year or to the extent that Holdings reasonably expects to form or acquire a Canadian Subsidiary during the relevant Budget Year) and a detailed combined budget for Holdings’ Subsidiaries (other than its Domestic Subsidiaries and its Canadian Subsidiaries) (to the extent there exists any direct or indirect Subsidiary of Holdings that is not a Domestic Subsidiary of Holdings or a Canadian Subsidiary of Holdings at the end of the relevant fiscal year or to the extent that Holdings reasonably expects to form or acquire a Subsidiary that is not a Domestic Subsidiary of Holdings or a Canadian Subsidiary of Holdings during the relevant Budget Year) for the fiscal year following such fiscal year then ended (the “Budget Year”) shown on a quarterly basis (including a projected consolidated balance sheet of Parent and Parent’s Subsidiaries, projected combined balance sheet of BA and BA’s Subsidiaries as of the end of the Budget Year, projected combined balance sheet of CA and its Domestic Subsidiaries, projected combined balance sheet of Holdings’ Canadian Subsidiaries (to the extent there exists any direct or indirect Canadian Subsidiary of Holdings at the end of the relevant fiscal year or to the extent that Holdings reasonably expects to form or acquire a Canadian Subsidiary during the relevant Budget Year) and projected combined balance sheet of Holdings’ Subsidiaries (other than its Domestic Subsidiaries and its Canadian Subsidiaries) (to the extent there exists any direct or indirect Subsidiary of Holdings that is not a Domestic Subsidiary of Holdings or a Canadian Subsidiary of Holdings at the end of the relevant fiscal year or to the extent that Holdings reasonably expects to form or acquire a Subsidiary that is not a Domestic Subsidiary of Holdings or a Canadian Subsidiary of Holdings during the relevant Budget Year), the related consolidated or combined, as applicable, statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Budget Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of BA (in the case may beof Projections of BA or any of its Subsidiaries), CA (in the case of Projections of CA or any of its Domestic Subsidiaries) or Holdings (in the case of Projections of Holdings or any of its Subsidiaries (other than BA and its Subsidiaries or CA and its Domestic Subsidiaries)) stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer of BA, CA or Holdings, as applicable, has no reason to believe that such Projections are incorrect or misleading in any material respect; (ic) prompt notice prior to a Qualified Public Offering, within 60 days after the end of each fiscal quarter of BA (or 90 days, in the case of the last fiscal quarter of any fiscal year), a narrative discussion and analysis of the financial condition and results of operations of Parent and Parent’s Subsidiaries, BA and BA’s Subsidiaries, CA and its Domestic Subsidiaries, Holdings’ Canadian Subsidiaries (to the Administrative Agent extent there exists any direct or indirect Canadian Subsidiary of Holdings at the end of the relevant fiscal quarter) and Holdings’ Subsidiaries (other than its Domestic Subsidiaries and its Canadian Subsidiaries) (to the extent there exists any direct or indirect Subsidiary of Holdings that is not a Domestic Subsidiary of Holdings or a Canadian Subsidiary of Holdings at the end of the relevant fiscal quarter) for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (d) concurrently with any delivery of financial statements pursuant to Section 7.1(a) or (b), the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Subsidiaries of Parent, BA or CA (as applicable) that are not Loan Parties (if any) from such consolidated or combined financial statements; (e) within five (5) days after the same are sent, copies of all financial statements and reports that Parent or any Borrower sends to the holders of any failure by the Guarantor class of its debt securities or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationspublic equity securities and, and (ii) within five days after the same is are filed, copies of all annual, regular or periodic and special reports and registration statements which the Loan Parties may file or be required to file with the SEC or comparable agency in any applicable foreign jurisdiction, any other stock exchange or any Governmental Authority, and copies of each written notice or other correspondence received from the SEC or comparable agency in any applicable foreign jurisdiction concerning any investigation or potential investigation or other inquiry by such agency regarding the financial or other operational results of Parent or any Borrower or any of their respective Subsidiaries (it being understood that the foregoing requirements of this Section 7.2(e) shall be deemed to have been satisfied if the Borrowers deliver or makes available in electronic format through their website such reports or statements and, prior to a Qualified Public Offering, the Borrowers notify the Administrative Agent of the filing of any that such annual report on Form 10-K reports or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (istatements are available thereon), and the availability to the Banks of such filing through electronic access; (cf) within five days after the same is filedpromptly, notice to the Administrative Agent of the filing any final “management” letter submitted by the Guarantor or the Applicant with the SEC accountants to management of any proxy statement, and the availability to the Banks of such filing through electronic accessGroup Member in connection with their annual audit; and (dg) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request, including, without limitation, with respect to the Patriot Act.

Certificates; Other Information. Furnish to the Administrative Agent for delivery distribution to each Lender, and the Banks (or, in the case of clause (d), Administrative Agent shall thereafter make available to the relevant Bank):each Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer on behalf of the Borrower stating that, to the best of each such Responsible Officer’s knowledge, that such Responsible Officer has obtained no knowledge of any continuing Default except as specified in such certificate, (ii) in the case of quarterly or annual financial statements, a Compliance and Pricing Certificate containing (A) all information and calculations necessary for determining compliance by the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, (B) a certification that each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, it and (iiC) a Compliance Certificate containing certification that all information times during such prior quarter, not less than 50% of all cash and calculations necessary for determining compliance by each Group Member with Cash Equivalents of Borrower and the provisions of this Agreement referred Subsidiary Guarantors at any one time have been subject to therein as a perfected Lien in favor of the last day of Administrative Agent pursuant to Control Agreements to the fiscal quarter or fiscal year of the Guarantor, as extent required by Section 6.9(b); and (iii) in the case may be; (i) prompt notice of annual financial statements, to the extent not previously disclosed to the Administrative Agent in writing, a listing of any failure Intellectual Property acquired by any Loan Party since the Guarantor or date of the Applicant most recent list delivered pursuant to file with this clause (iii) (or, in the SEC any annual report on Form 10-K or case of the first such list so delivered, since the Closing Date); (b) within 45 days after the end of each fiscal quarter of the Borrower (i) the information required to be set forth in a quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent Section 13 of the filing Securities Exchange Act of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant 1934, as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessamended; (c) within five Business Days after the same are sent, copies of all financial statements and reports that the Borrower or any of its Subsidiaries sends to the holders of any class of its debt securities or public equity securities and, within five days after the same is are filed, copies of all financial statements and reports that the Borrower or any of its Subsidiaries may make to, or file with, the SEC; (i) promptly and in any event within fifteen Business Days after the Borrower, any Subsidiary or any Commonly Controlled Entity files a Schedule B (or such other schedule as contains actuarial information) to IRS Form 5500 in respect of any Plan with Unfunded Pension Liabilities, a copy of such IRS Form 5500 (including the Schedule B); (i) promptly and in any event within thirty days after the Borrower, any Subsidiary or any Commonly Controlled Entity knows or has reason to know that any event described in Section 8(g) (an “ERISA Event”) that, individually or when aggregated with any other ERISA Event, could reasonably be expected to have a Material Adverse Effect has occurred, the written statement of a Responsible Officer of such Person, as applicable, describing such ERISA Event and the action, if any, that it proposes to take with respect thereto and a copy of any notice to filed with the Administrative Agent of the filing by the Guarantor PBGC or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessIRS pertaining thereto; and (dii) promptly and in any event within thirty days after the Borrower, any Subsidiary or any Commonly Controlled Entity becoming aware of any of the following a detailed written description thereof from a Responsible Officer of such Person: (w) a material increase in the aggregate Unfunded Pension Liabilities, of all Single Employer Plans, (x) the existence of potential withdrawal liability under Section 4201 of ERISA, if the Borrower and the Commonly Controlled Entities were to completely or partially withdraw from all Multiemployer Plans, (y) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Borrower, any Subsidiary or any Commonly Controlled Entity or (z) the adoption of any amendment to a Plan subject to Section 412 of the Code that could result in a material increase in contribution obligations of Borrower or any Commonly Controlled Entity; (e) promptly, such additional financial and other information concerning the Borrower or any Subsidiary as any Bank the Administrative Agent may from time to time reasonably request; (f) not less than ten days prior to a change in type of organization, jurisdiction or other legal structure of the Borrower or any Guarantor, written notice from the Borrower or such Guarantor; (g) not less than ten days prior to any change in name of the Borrower or any Guarantor, prior written notice from the Borrower or such Guarantor; (h) not less than ten days prior to a change in an organizational number of the Borrower or any Guarantor, prior written notice from the Borrower or such Guarantor; and (i) promptly after the Borrower or any Guarantor that does not have an organizational number obtains one, written notification of such organizational number from the Borrower or such Guarantor.

Certificates; Other Information. Furnish to the Administrative Agent for delivery prompt distribution to the Banks each Lender (or, in the case of clause (di), to the relevant BankLender): (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate (and, in such case, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto)and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, (1) a description of any change in the jurisdiction of organization of any Loan Party, (2) a list of any Trademarks (as such term is defined in the Security Agreement) acquired by any Loan Party and (3) a description of any Person that has become a Group Member, in each case since the date of the most recent report delivered pursuant to this clause (y) (or in the case of the first such report so delivered, since the Closing Date); (ib) prompt notice as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the Borrower, a consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected sources and uses of cash and projected income and a description of the underlying principal assumptions applicable thereto), accompanied by a certificate of a Responsible Officer stating that such budget is a reasonable estimate for the periods covered thereby and have been prepared in good faith on the basis of assumptions stated therein, which such assumptions were believed to be reasonable at the time of preparation of such budget, it being understood that actual results may vary from the budget and such variances may be material; (c) within sixty (60) days after the end of each fiscal quarter of the Borrower (or ninety (90) days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of such fiscal quarter, as compared to the portion of the projections provided pursuant to Section 5.2(b) covering such periods and to the comparable periods of the previous year, if applicable; (d) no later than five (5) Business Days following the effectiveness thereof, copies of any failure by amendment, supplement, waiver or other modification with respect to the Guarantor ABL Credit Agreement or any other ABL Loan Document or the Applicant Supply and Offtake Agreement; (e) within five (5) days after the same are sent, copies of all financial statements and reports that the Borrower sends to file with the SEC holders of any annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationspublic equity securities and, and (ii) within five days after the same is are filed, notice copies of all financial statements and reports that the Borrower may make to, or file with, the SEC (provided that such financial statements and reports shall be deemed delivered pursuant to this clause (e) if made available to the Lenders at the SEC’s website); (f) promptly upon request of the Administrative Agent, copies of any documents described in Section 101(k) or 101(l) of ERISA that any Group Member (other than an Excluded Subsidiary) or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accesspromptly after receipt thereof; (cg) within five days after the same is filed, notice to seven (7) Business Days (or such longer period as the Administrative Agent may agree) after the delivery of financial statements pursuant to Section 5.1(a) or (b), the Borrower shall conduct a meeting by teleconference at a time during normal business hours announced to the Lenders at least one (1) Business Day in advance with the Administrative Agent and the Lenders to discuss such fiscal quarter’s results and the financial condition of the filing by the Guarantor or the Applicant with the SEC Borrower and its Subsidiaries; (h) promptly, copies of any proxy statementaudited financial statements prepared for any Permitted Reporting Company, and the availability Borrower or any of their respective Subsidiaries as of any date or for any period ending on or prior to the Banks of such filing through electronic access; September 8, 2012, and (di) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery and each Lender, in form and detail reasonably satisfactory to the Banks (or, in Administrative Agent and the case of clause (d), to the relevant Bank):Required Lenders: (a) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in Sections 7.01(a) and (b), a certificate substantially in the form of Exhibit 7.02(a) signed by a Responsible Officer of the Borrower (the “Compliance Certificate”) (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) a Compliance Certificate containing all information and calculations necessary for determining setting forth in reasonable detail computations evidencing compliance by each Group Member with the provisions of this Agreement referred to therein Section 8.06 hereof as of determined on the last day of the fiscal quarter immediately preceding the fiscal quarter during which such certifications are to be delivered pursuant to this clause (a) and (iii) stating whether any change in GAAP or fiscal year the application thereof has occurred since the date of the Guarantoraudited financial statements referred to in Section 7.01 and, as if any change has occurred, specifying the case may beeffect of such change on the financial statements accompanying such certificate; (ib) prompt notice concurrently with the delivery of the financial statements referred to in clauses (a) and (b) of Section 7.01, a copy of the Administrative Agent of any failure certification (if any) signed by the Guarantor or principal executive officer and the Applicant to file with principal financial officer of the SEC any annual report Borrower (each a “Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officer as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in the Borrower’s Annual Report on Form 10-K or quarterly report Quarterly Report on Form 10-Q on or before Q, for the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessapplicable fiscal period; (c) within five days after contemporaneously with the same is filedfiling or mailing thereof, notice copies of all financial statements sent by the Borrower to shareholders and all reports, notices, proxy statements or other communications sent by the Administrative Agent Borrower to its shareholders, and all reports under Sections 12, 13 and 14 and under any rules promulgated with respect to such sections (including all reports on Forms 8-K, 10-K and 10-Q, along with all amendments and supplements thereto) of the filing Securities and Exchange Act of 1934, as amended, all Schedules 13D and 13G and all amendments thereto, and registration statements filed by the Guarantor Borrower with any securities exchange or the Applicant with the SEC of or any proxy statement, and the availability to the Banks of such filing through electronic access; andsuccessor; (d) promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower or any Subsidiary thereof, copies of each formal notice received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or such Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect; and (e) promptly, such additional information regarding the business, financial and other information or corporate affairs of the Borrower or any Principal Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks ------------------------------- and each Lender (or, in the case of clause (df), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer on behalf of the Borrower stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of monthly, quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (ic) prompt notice within 45 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of any failure by such fiscal quarter, as compared to the Guarantor or portion of the Applicant Projections covering such periods and to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before comparable periods of the date such report is required to be filed pursuant to SEC regulations, and previous year; (iid) within five days after the same is filedare sent, notice copies of all financial statements and reports that the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports that the Administrative Agent Borrower may make to, or file with, the SEC; (e) within 30 days after the last day of each calendar month, a Borrowing Base Certificate setting forth the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks Borrowing Base as of such filing through electronic accesslast day; and and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish (a) The Company shall furnish to the Administrative Agent for First Priority Indenture Trustee, and the First Priority Indenture Trustee shall promptly furnish at the sole expense of the Company to each First Priority Holder copies of, and, except as provided specifically below, the Company shall maintain on the Company’s web site, accessible to all visitors, copies of: (i) concurrently with the delivery of the financial statements referred to the Banks (or, in the case of clause (dSection 4.10(a), to a certificate of the relevant Bank):independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (aii) concurrently with the delivery of any financial statements pursuant to Section 5.14.10(a), (iA) a certificate of a Responsible Officer of the Company stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party of the Company and each First Priority Guarantor during such period has observed or performed all of its covenants and other agreementsobligations in all material respects, and satisfied every condition, contained in this Agreement First Priority Indenture and the other Credit Secured Facility Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (iiB) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Company and all of its Restricted Subsidiaries with the provisions of this Agreement First Priority Indenture referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorCompany, as the case may be; (iiii) prompt notice as soon as available, and in any event no later than one hundred twenty (120) days after the end of each fiscal year of the Company, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the Administrative Agent “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Company stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date material respect, provided that such report is Projections are not required to be filed pursuant posted on the Company’s web site; (iv) within forty-five (45) days after the end of each of the first three fiscal quarters of the Company and within one hundred twenty (120) days after the end of the last fiscal quarter of the Company, a narrative discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to SEC regulationsthe end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (v) copies of (i) final drafts of any executed amendment, supplement, or other modification with respect to this First Priority Indenture or any other Second Priority Document, the Lxxxx Xxxxx, or the Concessions, as promptly as practicable after receipt thereof by the Company, and (ii) within five days after the same is filed, notice any waiver with respect to the Administrative Agent any of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described documents listed in the preceding foregoing clause (i), and as promptly as practicable after the availability to the Banks of such filing through electronic accesseffectiveness thereof; (cvi) within five (5) days after the same is are sent, copies of all financial statements and reports which the Company or any of its Restricted Subsidiaries sends to the First Priority Holders of any other class of debt securities or equity securities and, within five (5) days after the same are filed, notice to copies of all financial statements and reports which the Administrative Agent Company or any of its Restricted Subsidiaries may make to, or file with, the SEC or any successor or analogous Governmental Authority; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any of the filing Company or any First Priority Guarantor, copies of each notice or other correspondence received from the SEC (or comparable agency in Mexico or any other applicable jurisdiction outside the U.S.) concerning any inquiry, investigation, or possible inquiry or investigation by the Guarantor SEC or comparable agency regarding financial or other operational results or other regulated affairs of the Applicant with Company and/or its Subsidiaries, provided that the SEC of documents described in this clause (vii) are not required to be posted on the Company’s web site unless they have otherwise been made public by the Company or any proxy statement, and the availability to the Banks of such filing through electronic accessRestricted Subsidiary; and (dviii) promptly, such additional financial and other information as any Bank the First Priority Indenture Trustee may from time to time reasonably request. Delivery of such reports, information and documents to the First Priority Indenture Trustee is for informational purposes only and the First Priority Indenture Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinate from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the First Priority Indenture Trustee is entitled to rely exclusively on Officers’ Certificates). (b) The Company and each First Priority Guarantor shall, and the Company shall cause each Restricted Subsidiary to, furnish to the First Priority Indenture Trustee evidence of the recording of this First Priority Indenture and the Liens created hereby and by the other First Priority Documents in compliance with TIA Section 314(b), including, without limitation, the following evidence: (i) promptly after the execution and delivery of this First Priority Indenture, an Opinion of Counsel stating in the opinion of such counsel this First Priority Indenture and all other necessary and appropriate documents have been properly recorded and filed so as to make effective the Lien and security interest intended to be created hereby and by the other First Priority Documents and so as to establish the first priority of such Lien, and (ii) at least annually after the execution and delivery of this First Priority Indenture, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, re-recording, and refilling of this First Priority Indenture and all other necessary and appropriate documents to maintain the Lien and security interest intended to be created hereby and by the other First Priority Documents, including without limitation the priority thereof, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien or security interest and the priority thereof. (c) In addition, whether or not the Company has a class of securities registered under the Exchange Act, the Company shall, and shall cause each Restricted Subsidiary to, comply with the periodic reporting requirements applicable to non-U.S. reporting companies under the Exchange Act, and the Company shall file with the SEC (whether or not the company is a public reporting company at the time): (i) within one hundred eighty (180) days after the end of each fiscal year, annual reports on Form 20-F (or any successor form) containing the information required to be contained therein (or required in such successor form); (ii) within forty-five (45) days after the end of each of the first three fiscal quarter of each fiscal year, reports on form 6-K (or any successor form) including “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and unaudited quarterly financial statements of the Company; and (iii) promptly (but not necessarily in the time frames provided in Form 8-K) from time to time after the occurrence of an event required to be therein reported, such reports on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 8-K (or required in any successor form). The Company shall also in any event within fifteen (15) days of each filing described under (i), (ii) and (iii) above, furnish at its sole expense to each First Priority Holder and the First Priority Indenture Trustee such documents. Each of the reports required by this section shall be prepared in accordance with U.S. GAAP consistently applied and will be prepared in accordance with the applicable rules and regulation of the SEC. The Company shall not be obligated to file such reports with the SEC if the SEC does not permit such filing. If such a filing is not permitted by the SEC, the Company shall provide the same specified information according to the same schedule to the First Priority Indenture Trustee and shall maintain availability of such documents to be accessible upon the Company’s web-site. (d) As soon as practicable after the First Priority Indenture Trustee receives the documents provided by the Company and Restricted Subsidiaries under this First Priority Indenture, including the documents required to be provided under Sections 4.9, 4.10 and 4.11, the First Priority Indenture Trustee shall send copies of the same to the First Priority Holders. The Company, the First Priority Guarantors, and the First Priority Indenture Trustee, on its own behalf and on behalf of the First Priority Holders, acknowledge that certain information required to be provided hereunder to the First Priority Indenture Trustee and/or First Priority Holders may contain material non-public information with respect to the Company or its Subsidiaries and the First Priority Securities or other securities of the Company and its Subsidiaries. The Company agrees that all such material non-public information provided to the First Priority Indenture Trustee shall be clearly and conspicuously marked “CONFIDENTIAL-MATERIAL NON-PUBLIC INFORMATION” and that all other information provided to the First Priority Indenture Trustee shall be clearly and conspicuously marked “PUBLIC.” Notwithstanding anything to the contrary herein, the First Priority Indenture Trustee shall not be required to, and shall not, provide First Priority Holders with any information marked “CONFIDENTIAL-MATERIAL NON-PUBLIC INFORMATION” unless such First Priority Holder has consented in writing to such information being provided to such First Priority Holder. The First Priority Indenture Trustee and each First Priority Holder shall be entitled to treat as public information all information marked “PUBLIC” without regard to whether such information has been made public by the Company or otherwise.

Certificates; Other Information. Furnish to the Administrative Agent (for delivery distribution to the Banks (orLenders, including, if requested by a Lender, through posting on Intralinks or other web site in the case of clause (d), use to distribute information to the relevant BankLenders): (a) concurrently with the delivery of any the financial statements pursuant referred to in Section 5.17.1(a), a certificate of the independent certified public accountants reporting on such financial statements, if such accountants are willing to provide such certificate (iprovided, that if such independent certified public accountants are unwilling to provide such certificate, and such certificate is customarily given by independent certified public accountants of nationally recognized standing in the market, the Loan Parties shall engage another certified public accountant willing to provide such certificate), stating in substance that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default arising out of the financial covenants in Section 8.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in Section 7.1(c), a certificate of a Responsible Officer Person of the Borrower substantially in the form of Exhibit O (such a certificate, a “Compliance Certificate”) (A) stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer Person has obtained no knowledge of any Default or Event of Default Default, in each case except as specified in such certificate, (B) stating the Loan Parties are in material compliance with the Risk Management Policy and (iiC) a Compliance Certificate containing all information and showing in detail the calculations necessary for determining supporting such Person’s certification of the Loan Parties’ compliance by each Group Member with the provisions requirements of this Agreement referred to therein as Sections 8.1(a) and 8.7 and, if such period ends on a date which is also the end date of a fiscal quarter, the requirements of Sections 8.1(b), (c) and (d); (c) (w) within seven (7) Business Days after the last day of each calendar month, a Borrowing Base Report for the fiscal quarter Loan Parties dated the last day of such calendar month, (x) within seven (7) Business Days after each Semi-Monthly Reporting Date at any time that (i) either (A) the Borrowing Base Availability or fiscal year (B) the Acquisition Facility Working Capital Sub-Limit, plus, the aggregate Working Capital Facility Commitments, minus, the Total Working Capital Facility Extensions of Credit, minus, the Total Acquisition Facility Working Capital Extensions of Credit is less than or equal to $35,000,000, (ii) both (A) the sum of the GuarantorTotal Working Capital Facility Extensions of Credit and the Total Acquisition Facility Working Capital Extensions of Credit exceeds $725,000,000 (or if a Working Capital Facility Increase has been effected, the Working Capital Facility Commitments less $25,000,000) and (B) the Borrowing Base Availability is less than or equal to $50,000,000 or (iii) an Event of Default shall have occurred and be continuing, a Borrowing Base Report dated as of the applicable Semi-Monthly Reporting Date, (y) within seven (7) Business Days following any request by the Co-Collateral Agents, a Borrowing Base Report for the Loan Parties dated the date of such request and (z) at any time and from time to time, as the case Borrower may bedetermine in its sole, absolute discretion, a Borrowing Base Report for the Loan Parties dated as of a date within the seven (7) Business Days preceding delivery thereof to the Co-Collateral Agents; (d) as soon as available, but in any event not later than seven (7) Business Days after each Semi-Monthly Reporting Date, a Marked-to-Market Report and Position Report, as of the applicable Semi-Monthly Reporting Date, in form reasonably acceptable to the Co-Collateral Agents, certified by the Borrower; (e) if any such report described in clauses (b), (c) or (d) above is not reasonably satisfactory in form and substance to the Administrative Agent or the Co-Collateral Agents, as applicable, the Borrower shall promptly deliver such information supplementing such report as the Administrative Agent or the Co-Collateral Agents, as applicable, may reasonably request; (f) concurrently with the delivery of the financial statements referred to in Section 7.1, a written briefing on any material overdue Account Receivables or any other material impairment in the value of the assets of the Loan Parties; (g) upon request by the Administrative Agent, copies of any Employee Benefit Plan and related documents, reports and correspondence; (h) [reserved]; (i) prompt notice to promptly, and at least one (1) Business Day after the Administrative Agent of any failure initial execution and delivery thereof by the Guarantor parties thereto, (i) notice of the entrance into any document or agreement governing any Indebtedness incurred by any Loan Party pursuant to Section 8.2(h) having a principal amount equal to or in excess of $10,000,000 or that is a note (other than a promissory note evidencing commercial Indebtedness), debenture, bond or other like obligation, together with a certificate of a Responsible Person of the Applicant to file Borrower stating that such Indebtedness complies with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsterms of Section 8.2(h), and (ii) within five days after the same is filedtrue, notice to the Administrative Agent of the filing correct and complete copies of any such annual report on Form 10-K material documents and agreements governing any Indebtedness incurred by any Loan Party pursuant to Section 8.2(h) having a principal amount in excess of $50,000,000 or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause is a note (iother than a promissory note evidencing commercial Indebtedness), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is fileddebenture, notice to the Administrative Agent of the filing by the Guarantor bond or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessother like obligation; and (dj) promptly, such additional financial and other information regarding the Loan Parties as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (dg), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.01, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (z) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, consistent with past practices, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) copies of any amendment, supplement, waiver or other modification with respect to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and Senior Subordinated Note Indenture; (iie) within five days after the same is filedare sent, notice copies of all financial statements and reports that the Borrower sends generally to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports that the Administrative Agent of Borrower may make to, or file with, the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; andSEC; (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request; and (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt distribution to each Lender (unless already delivered by the Group Borrowers to the Banks Administrative Agent in any role under another Group Credit Agreement or Group Loan Document): no later than five days after the delivery of the financial statements referred to in Sections 6.01(a) and (or, in the case of clause b) (d), to the relevant Bank): (a) concurrently commencing with the delivery of any financial statements pursuant for the first full fiscal quarter ending after the Closing Date), a duly completed Compliance Certificate signed by the chief executive officer, president, chief financial officer, or vice president of the Borrower (which delivery may be by electronic communication including fax or email and shall be deemed to Section 5.1be an original authentic counterpart thereof for all purposes), including (i) a certificate of a Responsible Officer stating that, to the best description of each event, condition or circumstance during the last fiscal quarter covered by such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is Compliance Certificate requiring a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge prepayment under Section 2.05(b) of any Default or Event of Default except as specified in such certificateGroup Credit Agreement, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by list that identifies (A) each Group Member with the provisions of this Agreement referred to therein Immaterial Subsidiary as of the last day date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list and (B) each Immaterial VIE as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list, (iii) solely with respect to any Compliance Certificate delivered in connection with the delivery of the financial statements referred to in Section 6.01(a), if during the last fiscal quarter covered by such Compliance Certificateyear for which such financial statements are delivered any Covenant Entity shall have made any Investment pursuant to Section 7.03(n), any Restricted Payment pursuant to Section 7.09(j) or fiscal year any payment made pursuant to Section 7.06(a)(iii), a reasonably detailed calculation (including all relevant financial information reasonably requested by the Administrative Agent) of the GuarantorAvailable Amount as of the end of such fiscal quarteryear, as (iv) if during the case may be; last fiscal quarter covered by such Compliance Certificate, (iA) prompt notice the Borrower shall have made any Discounted Voluntary Prepayment pursuant to Section 2.05(e) or (B) a Holding Company or the Administrative Agent Borrower shall have made an open market purchase of any failure Term Loans constituting Term B Loans pursuant to Section 10.06(f) and (v) such other information required by the Guarantor Compliance Certificate; promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Nexstar Media, any Covenant Entity or the Applicant any Loan Party may file or be required to file with the SEC or with any annual report Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form 10-K or quarterly report on Form 10-Q on or before the date such report is S-8) and in any case not otherwise required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice delivered to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accesspursuant hereto; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent in each case for further delivery to the Banks (each Lender, or, in the case of clause (di), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); provided such certificate shall not be required to be delivered if Parent and the Borrower have used commercially reasonable efforts to cause such certificate to be delivered by such accountants or such accountants have informed Parent or the Borrower that such accountants are not able or willing to provide such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.1Sections 5.1(a) and 5.1(b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) (x) a Compliance Certificate containing all information and (provided such Compliance Certificate shall not be required to deliver calculations necessary for determining compliance by each Group Member with respect to the provisions of this Agreement referred to therein as of Financial Covenant unless the Financial Covenant was in effect on the last day of the such fiscal quarter or fiscal year of year), (y) to the Guarantor, as the case may be; (i) prompt notice extent not previously disclosed to the Administrative Agent in writing, a listing of (A) any failure store openings or closings since the last such certificate (or, since the Closing Date, in the case of the first such certificate delivered after the Closing Date) delivered and any new warehouse or distribution locations within the United States or otherwise where any Loan Party keeps material inventory or equipment and of (B) any registered Intellectual Property acquired, created, developed, or exclusively licensed by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Loan Party since the date such report is required to be filed of the most recent list delivered pursuant to SEC regulationsthis clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (iiC) within five days after any new Restricted Subsidiary since the same is filed, notice to the Administrative Agent date of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described most recent list delivered pursuant to this clause (y) (or, in the preceding clause (icase of the first such list so delivered, since the Closing Date), and the availability to the Banks of such filing through electronic access; (c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a statement of all material assumptions used in preparation of such budget) (collectively, the “Projections”), which Projections shall set forth such information on a quarterly basis and in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions at the time made (it being understood that the Projections are based upon good faith estimates and assumptions believed by management of Parent and the Borrower to be reasonable at the time made, it being recognized that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount); (d) to the extent that the Borrower (or a direct or indirect parent company of Borrower) is not otherwise required to file reports on form 10-K or 10-Q with the SEC, within five 45 days after the end of each of the first three fiscal quarters of the Borrower in each fiscal year, or within 90 days after the fourth fiscal quarter of the Borrower in each fiscal year, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party from, or material statement or material report furnished to, any holder which is not an Affiliate of Parent of Material Debt and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.2; (f) within ten days after the same is are sent, copies of all reports that Parent or the Borrower or any of its Restricted Subsidiaries sends to the holders of any class of its public equity securities and, within ten days after the same are filed, notice copies of all reports that Parent or the Borrower or any of its Restricted Subsidiaries may make to, or file with, the SEC (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be furnished to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC Lenders pursuant to any other clause of any proxy statement, and the availability this Section 5.2; in each case only to the Banks extent such reports are of such filing through electronic access; anda type customarily delivered by borrowers to lenders in syndicated loan financings; (dg) [Reserved]; (h) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of any Loan Party or any Restricted Subsidiary as any Bank the Administrative Agent may from time to time reasonably requestrequest (on its own behalf or on behalf of any Lender); and (i) concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.2, the Borrower shall indicate in writing whether such document or notice contains Nonpublic Information. Parent and the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Parent, the Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.2 contains Nonpublic Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to Parent, the Borrower, its Subsidiaries and their securities.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):Agent: (a) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in Sections 6.01(a), (ib) and (c), a certificate of duly completed Compliance Certificate signed by a Responsible Officer stating thatof the Lead Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP; (b) Within ten (10) Business Days after the best end of each such Responsible Officer’s knowledgefiscal month, each Credit Party during such period has observed or performed all a Borrowing Base Certificate showing the Borrowing Base as of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge close of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein business as of the last day of the fiscal quarter or fiscal year immediately preceding month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the GuarantorLead Borrower; provided that at any time that an Accelerated Borrowing Base Delivery Event has occurred and is continuing, such Borrowing Base Certificate shall be delivered on Friday of each week (or, if Friday is not a Business Day, on the next succeeding Business Day), as of the case close of business on the immediately preceding Saturday (it being understood that any weekly Borrowing Base Certificate shall constitute the results of rolled forward information regarding Eligible Inventory and other items, as applicable); (c) promptly upon receipt, copies of any report submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by its Registered Public Accounting Firm in connection with any Internal Control Event or any other event that would reasonably be expected, individually or in the aggregate with other events, to result in a Material Adverse Effect; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Loan Parties, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party may befile or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or with any national securities exchange; (e) the financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule; (f) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (other than borrowing notices or other routine communications thereunder) (g) as soon as available, but in any event within 30 days after the end of each Fiscal Year of the Loan Parties, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Agent, or any Lender through the Agent, may reasonably specify; (h) promptly after the Agent’s request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness, and promptly after receipt thereof by any Loan Party, copies of all notices (other than notices delivered in the ordinary course) received from SHC and its Subsidiaries under the Separation Agreements; (i) prompt promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice to or other correspondence received from any Governmental Authority (including, without limitation, the Administrative Agent SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any failure by the Guarantor Loan Party or the Applicant any Subsidiary thereof or any other matter which, if adversely determined, could reasonably expected to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesshave a Material Adverse Effect; and (dj) promptly, such additional information regarding the business affairs, financial and other information condition or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Agent or any Bank Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 may be delivered by electronic mail or by posting to a website and, if so delivered by posting to a website, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent and including, without limitation, the website of the SEC). The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties hereby agree that so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of the Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks Lenders (or, in the case of clause (d), to the relevant BankLender): (a) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorHoldings, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor Holdings or the Applicant Borrower to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor Holdings or the Applicant Borrower as described in the preceding clause (i), and the availability to the Banks Lenders of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor Holdings or the Applicant Borrower with the SEC of any proxy statement, and the availability to the Banks Lenders of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative each Agent for delivery to the Banks (and each Lender, or, in the case of clause (dg), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any county or state within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of any failure by such fiscal quarter, as compared to the Guarantor or portion of the Applicant Projections covering such periods and to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before comparable periods of the date such report is required to be filed pursuant to SEC regulations, and previous year; (iie) within five days after the same is filedare sent, notice copies of all financial statements and reports which the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports which the Administrative Agent of Borrower may make to, or file with, the filing by the Guarantor Securities and Exchange Commission or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesssuccessor or analogous Governmental Authority; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements that the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement to the extent that such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02; (c) upon written request of the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (form 5500 Series) filed by any Loan Party, Restricted Subsidiaries or ERISA Affiliate with respect to any Pension Plan, (ii) all notices received by any Loan Party, Restricted Subsidiary or ERISA Affiliate from a Multiemployer Plan sponsor or ERISA Affiliate concerning an ERISA Event, and (iii) copies of such other documents or government reports or filings relating to any Pension Plan as the Administrative Agent may reasonably request; (d) together with the delivery of any financial statements each Compliance Certificate pursuant to Section 5.16.02(a), (i) a certificate of a Responsible Officer stating that, to the best description of each event, condition or circumstance during the last fiscal quarter or fiscal year covered by such Responsible Officer’s knowledge, each Credit Party during such period has observed Compliance Certificate requiring a mandatory prepayment under Section 2.05(b)(ii) or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (b)(iii) and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by list of each Group Member with Subsidiary of the provisions of this Agreement referred to therein Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the last day date of delivery of such Compliance Certificate (to the fiscal quarter extent that there have been any changes in the identity or fiscal year status as a Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since the Guarantor, as Closing Date or the case may bemost recent list provided); (ie) prompt notice promptly after the furnishing thereof, copies of any material written notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the Administrative Agent terms of any failure by documentation for Indebtedness of the Guarantor or type permitted to be incurred under Section 7.03(r), in each case, in a principal amount in excess of the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is Threshold Amount and not otherwise required to be filed furnished to the Lenders pursuant to SEC regulationsany other clause of Section 6.01, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K 6.02 or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access6.03; (cf) within five days promptly after the same is filedfurnishing thereof, notice copies of all “Focus- Part II” materials provided to, or any other material filing with, the SEC, in each case, pursuant to the Administrative Agent Rule 17a-5 under Section 17 of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessExchange Act; and (dg) promptly, (x) such additional information regarding the business, legal, financial and other information or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably requestrequest and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including, for the avoidance of doubt, the PATRIOT Act. In no event shall the requirements set forth in Section 6.02(e) require any Consolidated Party to provide any such information that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 7.1(a), (b)(i) and (b)(ii), a duly completed Compliance Certificate signed by a Financial Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements which the Borrower or the Borrower or its Subsidiaries files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 7.2; provided that documents required to be delivered pursuant to this Section 7.2(b) shall be deemed to have been delivered on the date such items are made available on the SEC website or the website of the analogous Governmental Authority or national securities exchange; (c) promptly after receipt thereof, notice of any formal administrative action for suspension or revocation of any Permit which would be reasonably expected to have a Material Adverse Effect; (d) together with the delivery of the financial statements pursuant to Sections 7.1(a) and 7.1(b)(ii), (i) a Perfection Certificate Supplement (or a certificate confirming that there has been no change in information since the Effective Date or latest Perfection Certificate Supplement), signed by a Responsible Officer of the Borrower; (ii) a description of each event, condition or circumstance during the last Fiscal Quarter or Fiscal Year, as applicable, covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.8(b) and (iii) a list of each Domestic Subsidiary that is not a Material Domestic Subsidiary and each Foreign Subsidiary that is not a Material Foreign Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Date and the date of the last such list; (e) together the delivery of the financial statements pursuant to Sections 7.1(a), (i) a description, in detail reasonably satisfactory to the Administrative Agent, of all material insurance coverage maintained by the Loan Parties and (ii) a list of the contracts and/or agreement that individually represent the five highest collection of Commission Receivables of all Commission Receivables collected by the Borrower and its Subsidiaries in the prior fiscal year (including listing the actual Commission Receivables collected and a corresponding percentage to all Commission Receivables collected by the Borrower and its Subsidiaries); (f) promptly after the same are received by the Borrower, all notices and correspondences from or on behalf of any Specified Insurer received by the Borrower with respect to any material breach, material default, termination or suspension or cessation of payment, in respect of an Insurer Agreement; (g) as soon as possible and in any event: (A) at least 10 days prior to any event or development that could reasonably be expected to result in or constitute an ERISA Event, and, to the extent not reasonably expected, within 5 days after the occurrence of any ERISA Event, notice of such ERISA Event (in reasonable detail), (B) within three days after receipt thereof by any Loan Party or any of its ERISA Affiliates from the PBGC, copies of each notice received by any Loan Party or any of its ERISA Affiliates of the PBGC’s intention to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) within 10 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Pension Plan, (D) within 3 days after receipt thereof by any Loan Party or any of its ERISA Affiliates from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any of its ERISA Affiliates concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (E) within 10 days after any Loan Party sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party; (h) [reserved]; (i) promptly, such additional information regarding the operations, business, properties, liabilities, condition (legal, financial or otherwise) or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request in writing; (j) as soon as possible and in any event within 5 days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party or any Subsidiary thereof executes or receives in connection with the sale or other Disposition of the Equity Interests of, or all or substantially all of the assets of, any Loan Party or any Subsidiary thereof; (k) [reserved]; (l) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect; (m) promptly upon receipt thereof, and in any event within five (5) Business Days after receipt thereof, copies of all final management letters submitted by the independent registered public accounting firm of nationally recognized standing referred to in Section 7.01(a) in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower and its Subsidiaries made by such accountants; (n) together with the delivery of the financial statements pursuant to Section 5.17.1(b), (i) a certificate report of Commission Receivables projected in good faith by the Borrower to be collected by the Loan Parties for the immediately succeeding period of 12 months; prepared on a Responsible Officer stating thatmonthly basis, which shows the projected Commissions Receivable to be collected by the best Loan Parties within 30 days after the end of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessmonth; and (do) promptlypromptly upon request, such additional financial and other information concerning the condition or operations, financial or otherwise, of any Loan Party or any Subsidiary thereof (including, without limitation, any Environmental, Social, and Corporate Governance information) as any Bank Agent may from time to time may reasonably request. Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule III hereto; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or filed with the SEC. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (each Lender, or, in the case of clause (df), to the relevant Bank):Lender: (a) to the extent permitted by the internal policies of such independent certified public accountants, concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants in customary form reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any each set of consolidated financial statements pursuant to Section 5.1Sections 6.1(a) and 6.1(b), (i) a certificate of a Responsible Officer on behalf of Holdings stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and . (ii) (x) if applicable for such period, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Holdings and its Subsidiaries with the provisions of this Agreement referred to therein Section 7.1 as of the last day of the fiscal quarter or fiscal year of the GuarantorHoldings, as the case may be; , and (iy) prompt notice to the extent not previously disclosed to the Administrative Agent Agent, a description of any failure new Subsidiary and of any change in the jurisdiction of organization of any other Loan Party and a listing of any material United States Intellectual Property filings by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Loan Party since the date such report is required to be filed of the most recent list delivered pursuant to SEC regulationsthis clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (iiiii) within five days after the same is filed, notice related consolidating financial statements reflecting the adjustments necessary to eliminate the Administrative Agent accounts of the filing of any Unrestricted Subsidiaries (if any) from such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessconsolidated financial statements; (c) within five as soon as available, but in any event not later than 60 days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year and the related consolidated statements of projected cash flow and projected income; (d) promptly after the same is are sent, copies of all financial statements and material reports that Holdings or the Borrower sends to the holders of any class of its debt securities or public equity securities (except for Permitted Investors) and, promptly after the same are filed, notice copies of all financial statements and reports that Holdings or the Borrower may make to, or file with, the SEC, in each case to the Administrative Agent extent not already provided pursuant to Section 6.1 or any other clause of the filing by the Guarantor this Section 6.2; (e) promptly upon delivery thereof to Holdings or the Applicant with Borrower and to the SEC extent permitted, copies of any proxy statement, and the availability accountants’ letters addressed to the Banks its Board of such filing through electronic accessDirectors (or any committee thereof); and (df) promptly, such additional financial and other information as the Administrative Agent (for its own account or upon the request from any Bank Lender) may from time to time reasonably request. Notwithstanding anything to the contrary in this Section 6.2, (a) none of Holdings, the Borrower or any of the Restricted Subsidiaries will be required to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any binding agreement, (iii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) constitutes classified information and (b) unless such material is identified in writing by the Borrower as “Public Side” information, the Administrative Agent shall deliver such information only to “private-side” Lenders (i.e., Lenders that have affirmatively requested to receive material non-public information with respect to any Loan Party or its securities for purposes of United States federal or state securities laws); provided that there is no requirement that the Borrower identify any such information as “Public Side.” Documents required to be delivered pursuant to this Section 6.2 may be delivered by posting such documents electronically with notice of such posting to the Administrative Agent and each Lender and if so posted, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxxxxx.xxx (or such other website as the Borrower shall designate in writing to the Administrative Agent), or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a certificate list of Subsidiaries that identifies each Subsidiary as a Responsible Officer stating that, to Material Subsidiary or an Immaterial Subsidiary as of the best date of each delivery of such Responsible Officer’s knowledge, each Credit Party during such period has observed Compliance Certificate or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it a confirmation that there is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified change in such certificate, information since the later of the Initial Closing Date or the date of the last such list and (ii) a Compliance Certificate containing all such other information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure required by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.02(d), none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work product; provided further that, in the event that the Borrower does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions. Documents required to be delivered pursuant to Section 6.01(a) and (b) or Section 6.02(a) may be delivered (1) electronically or (2) to the extent that such are publicly available via EXXXX or another publicly available reporting system, by the Borrower advising the Administrative Agent of the filing thereof, and if so delivered pursuant to clause (1), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or pursuant to clause (2), shall be deemed to have been delivered on the date the Borrower advises the Administrative Agent of the filing thereof; provided that with respect to clause (1): (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the Lenders (“Public Lenders”) may be “Public-Side” Lenders (i.e., Lenders that (or have personnel that) do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mxxx any Borrower Materials “PUBLIC.

Certificates; Other Information. Furnish to the Administrative Administraive Agent in each case for further delivery to the Banks (each Agent and each Lender, or, in the case of clause (di), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Section 5.1Sections 5.1(a) and (b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Holdings, the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; , (iy) prompt notice to the extent not previously disclosed to the Administrative Agent in writing, a listing of (A) any failure store openings or closings since the last such certificate (or, since the Closing Date, in the case of the first such certificate delivered after the Closing Date) delivered and any new warehouse or distribution locations within the United States or otherwise where any Loan Party keeps material inventory or equipment and of (B) any registered Intellectual Property acquired, created or developed by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such report is list so delivered, since the Closing Date) and (C) (1) any new Subsidiary since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (2) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessdelivered therewith; (c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a statement of all material assumptions used in preparation of such budget), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year which are presented to and approved by the board of directors of the Borrower (or Holdings, as applicable) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions at the time made (it being understood that the Projections are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount); (d) to the extent that the Borrower is not otherwise required to file reports on form 10-K or 10-Q with the SEC, within five 45 days after the end of each of the first three fiscal quarters of the Borrower in each fiscal year, or within 90 days after the fourth fiscal quarter of the Borrower in each fiscal year, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) no later than 5 Business Days prior to the effectiveness thereof or such later date as may be reasonably agreed to by the Administrative Agent, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Senior Note Indenture, Senior Subordinated Note Indenture or the Acquisition Agreement, or the governing documents of any Loan Party to the extent that such amendment, supplement, waiver or other modification is restricted by the terms of this Agreement; (f) within ten days after the same is are sent, copies of all financial statements and reports that Holdings or the Borrower or any of its Subsidiaries sends to the holders of any class of its debt securities or public equity securities and, within ten days after the same are filed, copies of all financial statements and reports that Holdings or the Borrower or any of its Subsidiaries may make to, or file with, the SEC; (g) within one Business Day following receipt by any Loan Party of notice that (i) any or all of the obligations under the Senior Note Indenture or the Senior Subordinated Note Indenture have been accelerated, or (ii) the trustee or the required holders of Senior Notes or Senior Subordinated Notes has given notice to the Administrative Agent of the filing by the Guarantor a Loan Party that any or the Applicant with the SEC of any proxy statement, and the availability all such obligations are to the Banks of such filing through electronic access; andbe accelerated; (dh) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request; and (i) concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.2, the Borrower shall indicate in writing whether such document or notice contains Nonpublic Information. Holdings and the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, the Borrower, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.2 contains Nonpublic Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to Holdings, the Borrower its Subsidiaries and their securities.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default resulting from a breach of Section 5.1(b), 5.1(c) or 5.1(d), except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s ’ s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, condition contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any existing Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (y) to the extent not previously disclosed to the Lenders, a description of any change in the jurisdiction of organization of any Loan Party and a list of any material Intellectual Property acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Effective Date); (ic) prompt notice as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 15 days of the last day of any month, a report in form and substance reasonably satisfactory to the Administrative Agent Lenders detailing the number of Subscribers as of the end of such month; provided, that the reporting requirement set forth in this Section 5.2(d) shall no longer apply if the Consolidated Leverage Ratio as of the last day of any failure by period of four consecutive fiscal quarters most recently ended is less than or equal to 2.0 to 1.0; (e) within 10 days after the Guarantor same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities (other than, prior to an IPO, such financial statements and reports that are sent solely to a Permitted Investor in its capacity as a holder of debt securities) or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationspublic equity securities and, and (ii) within five days after the same is are filed, notice to copies of all financial statements and reports that the Administrative Agent of Borrower may make to, or file with, the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessSEC; (cf) promptly and, other than those notices required by Section 5.7, in any event within five days two Business Days after delivery or receipt thereof, copies of all (i) notices or documents given or received by the same is filedBorrower pursuant to any JV Agreement other than routine correspondence relating to routine aspects of the transactions contemplated by such agreements and (ii) amendments, notice waivers or other modifications of any Material Distribution Agreement; (g) no later than 10 Business Days prior to the Administrative Agent effectiveness thereof, copies of the filing by the Guarantor or the Applicant with the SEC substantially final drafts of any proxy statementagreement governing any Subordinated Debt permitted hereunder or any proposed amendment, and the availability to the Banks of such filing through electronic accesssupplement, waiver or other modification thereof; and (dh) promptly, such additional financial and other information as any Bank Lender (or potential Lender) may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the required deadline for delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a certificate list of Subsidiaries that identifies each Subsidiary as a Responsible Officer stating that, to Material Subsidiary or an Immaterial Subsidiary for the best of each Test Period covered by such Responsible Officer’s knowledge, each Credit Party during Compliance Certificate or a confirmation that there is no change for such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, information since the later of the Closing Date or the date of the last such list and (ii) a Compliance Certificate containing all such other information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure required by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.02(d), none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work product; provided, further that in the event that the Borrower does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions. Documents required to be delivered pursuant to Section 6.01(a) and (b) or Section 6.02(a) may be delivered (1) electronically or (2) to the extent that such are publicly available via XXXXX or another publicly available reporting system, by the Borrower advising the Administrative Agent of the filing thereof, and if so delivered pursuant to clause (1), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or pursuant to clause (2), shall be deemed to have been delivered on the date the Borrower advises the Administrative Agent of the filing thereof; provided that with respect to clause (1): (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the Lenders (“Public Lenders”) may be “Public-Side” Lenders (i.e., Lenders that (or have personnel that) do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Borrower agrees that any financial statements delivered pursuant to Section 6.01(a) and 6.01(b) and Compliance Certificate delivered under Section 6.02(a) will be deemed to be “PUBLIC” Borrower Materials and may be made available to Public Lenders. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.

Certificates; Other Information. Furnish to the Administrative Agent Agent, in form and detail reasonably, satisfactory to the Agent, for delivery to the Banks (each Lender, or, in the case of clause (di), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the independent certified public accountants of the Parent in customary form reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (which certificate may be limited to the extent required by accounting rules or guidelines and will not be required if such accountants no longer provide such certificates to its customers (or their lenders) generally); (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.01 or immediately upon the occurrence of a Covenant Compliance Event, (i) a certificate of a Responsible Officer on behalf of the Parent stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) (x) if applicable for such period, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Parent, Holdings, the Borrower and its Restricted Subsidiaries with the provisions of this Agreement referred to therein Section 7.18 as of the last day of the fiscal quarter Fiscal Month, Fiscal Quarter or fiscal year Fiscal Year of the GuarantorParent, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (iiy) within five days after the same is filed, notice to the Administrative Agent extent not previously disclosed to the Agent, a description of any new Subsidiary and a listing of any new registrations, and applications for registration, of Intellectual Property acquired or made by any Loan Party since the date of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described most recent list delivered pursuant to this clause (y) (or, in the preceding clause (icase of the first such list so delivered, since the Closing Date), and the availability to the Banks of such filing through electronic access; (c) within five on the fifteenth (15) Business Day after the end of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day), or more frequently at the Borrower’s discretion (but in any event not more frequently than twice a month), a Borrowing Base Certificate showing the Borrowing Base as of the close of business as of the last day of the immediately preceding Fiscal Month, each Borrowing Base Certificate to be certified as complete and correct in all material respects by a Responsible Officer of the Borrower; provided that at any time that an Accelerated Borrowing Base Delivery Event has occurred and is continuing, such Borrowing Base Certificate shall be delivered on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; (d) as soon as available, but in any event not later than 90 days after the end of each Fiscal Year of the Parent (commencing with the Fiscal Year ending on or nearest to February 1, 2014), a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Parent, Holdings, the Borrower and its Subsidiaries and the related consolidated statements of projected cash flow and projected income, together with a projection of the Borrowing Base and Excess Availability, in each case prepared on a month by month basis); (e) promptly upon delivery thereof to the Parent, Holdings or the Borrower and to the extent permitted, copies of any accountants’ letters addressed to its Board of Directors (or any committee thereof); (f) promptly after the same is are sent, copies of all financial statements and reports that the Parent, Holdings or the Borrower sends to the holders of any class of its debt securities or public equity securities (except for materials sent solely to Permitted Investors) and, promptly after the same are filed, notice copies of all financial statements and reports that the Parent, Holdings or the Borrower may make to, or file with, the SEC, in each case to the Administrative Agent extent not already provided pursuant to Section 6.01 or any other clause of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; andthis Section 6.02; (dg) the financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule; (h) promptly, such additional financial and other information as the Agent (for its own account or upon the reasonable request from any Bank Lender) may from time to time reasonably request; and (i) concurrently with the delivery of any financial statements pursuant to Section 6.01, a copy of management’s discussion and analysis with respect to such financial statements in the form included with the Parent’s financial reporting to the SEC. Documents required to be delivered pursuant to Section 6.01(a), (b)(b), or (c) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent). The Loan Parties hereby acknowledge that (a) the Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery and each Lender, in form and detail satisfactory to the Banks (or, in Administrative Agent and the case of clause (d), to the relevant Bank):Required Lenders: (a) concurrently with the delivery of any the financial statements pursuant referred to in Section 5.16.01(a), (i) a certificate of a Responsible Officer its Registered Public Accounting Firm certifying such financial statements and stating thatthat in making the examination necessary for their certification of such financial statements, to such Registered Public Accounting Firm has not obtained any knowledge of the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge existence of any Default or Event or, if any such Default shall exist, stating the nature and status of Default except as specified such event; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a), a copy of management’s discussion and analysis with respect to such certificatefinancial statements; (c) within thirty (30) days after the end of each Fiscal Month, and each date that the Borrower make a request for a Credit Extension hereunder, by 1 p.m. on such date, a certificate in the form of Exhibit G (iia “Borrowing Base Certificate”) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with showing the provisions Borrowing Base as of this Agreement referred to therein the close of business as of the last day of the fiscal quarter immediately preceding Fiscal Month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Borrower; provided that at any time that a Reporting Activation Event has occurred and is continuing, such Borrowing Base Certificate shall be delivered on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Sunday; (d) promptly upon receipt, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by its Registered Public Accounting Firm in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them, including, without limitation, specifying any Internal Control Event; (e) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) The financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule; (g) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Borrower or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (h) as soon as available, but in any event within 45 days after the end of each fiscal year of the GuarantorBorrower, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Borrower and its Subsidiaries and containing such additional information as the case Administrative Agent, or any Lender through the Administrative Agent, may bereasonably specify; (i) prompt notice to the Administrative Agent of promptly, and in any failure event within five Business Days after receipt thereof by the Guarantor Borrower or the Applicant to file with any Subsidiary thereof, copies of each notice or other correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in any annual report on Form 10applicable non-K U.S. jurisdiction)) concerning any proceeding with, or quarterly report on Form 10-Q on investigation or before the date possible investigation or other inquiry by such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent Governmental Authority regarding financial or other operational results of the filing of Borrower or any such annual report on Form 10-K Subsidiary thereof or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)any other matter which, and the availability if adversely determined, could reasonably expected to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesshave a Material Adverse Effect; and (dj) promptly, such additional information regarding the business affairs, financial and other information condition or operations of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a), (b), or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or their securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information. Furnish The Borrower shall furnish or cause to be furnished to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):and each Lender: (a) concurrently with the delivery of any the financial statements pursuant of the Borrower referred to in paragraphs (a) and (b) of Section 5.110.3, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of each his knowledge after due inquiry, the Borrower during the period covered by such Responsible Officer’s knowledge, each Credit Party during such period financial statements has observed or and performed in all material respects all of its covenants and other agreements, and satisfied every condition, agreements contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by itLoan Documents, and that such Responsible Officer has obtained no knowledge is not aware of any Default or Event of Default except hereunder at any time during such period or on the date of such certificate (or, if any such Default or Event of Default shall have occurred, a statement setting forth the nature thereof and the steps being taken by the Borrower to remedy the same); (b) no later than 5 Business Days prior to each Quarterly Distribution Date, reasonably detailed financial projections in respect of the Project's operations during the twelve-month period that commenced on the most recent Quarterly Calculation Date, certified by the chief financial officer of the Borrower or of SEI Birchwood, for so long as specified it is a General Partner, as being prepared in good faith in full consideration of all information known to such certificateofficer, after due inquiry, at such time, and as being based on reasonable assumptions; (iic) no later than 5 Business Days prior to each Quarterly Distribution Date, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as certificate of the last day chief financial officer of the fiscal quarter Borrower or fiscal year of SEI Birchwood, for so long as it is a General Partner, setting forth a calculation, which shall be reasonably satisfactory to the Administrative Agent and the Majority Institutions, of each of the GuarantorHistorical Debt Coverage Ratio and the Projected Debt Coverage Ratio as at the most recent Quarterly Calculation Date, and providing or attaching such information as is necessary to make such calculations; (d) promptly after delivery or receipt thereof, a copy of each material notice, demand or other communication delivered by or received by the Borrower pursuant to any Project Document, any Equity Funding Document or any Bond Document; (e) promptly after the obtaining or filing thereof, as the case may be, a copy of (i) each Governmental Approval or other consent or approval obtained by the Borrower, or obtained by the Facility Contractor or the Greenhouse Contractor and delivered to the Borrower pursuant to the relevant Construction Contract, in each case after the Closing Date, (ii) each filing made by the Borrower with any Government Authority other than FERC, except such as are routine or ministerial in nature and in respect of which a failure to file could not reasonably be expected to have a Material Adverse Effect, and (iii) each filing made by or on behalf of the Borrower or any General Partner with FERC; (if) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five no later than 30 days after the same is filedend of each calendar year, notice to the Administrative Agent a certificate executed by a Responsible Officer of the filing Borrower specifying in reasonable detail all sales, transfers and other dispositions of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by assets and property of the Guarantor or the Applicant as described in Borrower during the preceding clause (icalendar year which were made without the consent of the Majority Lenders in accordance with Section 11.7(c), and the availability to the Banks of such filing through electronic access; (cg) within five days after concurrently with the same is filed, notice delivery thereof to the Administrative Agent Security Agent, a copy of the filing each certificate, request, direction or notice delivered by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability Borrower pursuant to the Banks of such filing through electronic accessSecurity Deposit Agreement; and (dh) promptly, such additional financial and other information with respect to the Borrower or the Project and, to the extent such information can reasonably be obtained by the Borrower, any other Project Participant, as the Administrative Agent or any Bank Institution may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative each Agent for delivery to the Banks (and each Lender, or, in the case of clause (de), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each the Group Member Members with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorREIT, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date) and (z) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (ic) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsas soon as available, and in any event no later than 65 days after the end of each fiscal year of the REIT, a detailed consolidated budget for the following fiscal year (iiincluding a projected consolidated balance sheet of the REIT and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within five days after the same is filedare sent, notice copies of all financial statements and reports that the REIT or the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by public equity securities (including, without limitation, the Guarantor or the Applicant as described in the preceding clause (i)Borrower Preferred Units) and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports that the Administrative Agent of the filing by the Guarantor REIT or the Applicant with Borrower may make to, or file with, the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSEC; and (de) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent (either electronically or with sufficient copies for delivery distribution by the Administrative Agent to the Banks (each Lender) or, in the case of clause (d), to the relevant Bank):Lender: (a) concurrently with the delivery of the audited financial statements referred to in Section 6.1(a)(i), a certificate of the independent certified public accounting firm reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default (it being understood that (i) such certificate shall only be required if delivery by such independent certified public accounting firm of such a certificate is not prohibited by its policies and (ii) any such certificate may be limited in scope and qualified in accordance with customary practices of the accounting profession), except as specified in such certificate; (b) not later than the deadline for the delivery of any financial statements pursuant to Section 5.16.1(a), (i) a certificate of a Responsible Officer of Parent stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any continuing Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Parent with the provisions of this Agreement referred to therein Section 7.1 as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be;Parent. (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (iic) within five 10 days after the same is filedare filed with the SEC (unless posted on the SEC’s website at wxx.xxx.xxx or any replacement website), notice to all reports and filings on Forms 10-K, 10-Q and 8-K that the Administrative Agent Loan Parties may make to, or file with, the SEC, including any request of an extension of time for the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessreports; and (d) promptly, such additional financial and other information as the Administrative Agent or any Bank Lender may from time to time reasonably request. (e) The Loan Parties hereby acknowledge that (a) unless otherwise directed by a Loan Party, the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), subject to confidentiality undertakings reasonably acceptable to the Loan Parties and the Arrangers, and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). Each of the Loan Parties hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding any of the foregoing, if any Loan Party also delivers any materials and/or information pursuant to this Section 6.2(e) in paper format to the Administrative Agent, such paper materials shall be deemed to be Borrower Materials for all purposes. Nothing in this Section 6.2(e) shall limit the obligations of the Administrative Agent and the Lenders under Section 10.16.

Certificates; Other Information. Furnish Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent for delivery (or to the Banks (or, in the case of applicable Lender with respect to clause (d), to the relevant Bankg) below): (a) concurrently with the delivery of any the financial statements pursuant referred to in Section 5.16.01(a), a certificate of its Registered Public Accounting Firm certifying such financial statements; (i) a certificate of a Responsible Officer stating that, On or prior to the best twentieth (20th) day of each Fiscal Month (or, if such Responsible Officer’s knowledgeday is not a Business Day, each Credit Party during such period has observed or performed all on the next succeeding Business Day), a Borrowing Base Certificate showing the Borrowing Base as of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge close of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein business as of the last day of the fiscal quarter or fiscal year immediately preceding Fiscal Month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the GuarantorLead Borrower; provided that at any time that an Accelerated Borrowing Base Delivery Event has occurred and is continuing, such Borrowing Base Certificate shall be delivered on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the case may be; (i) prompt notice to close of business on the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsimmediately preceding Saturday, and (ii) within five days (5) Business Days after the same is filedconsummation of the Disposition of any Collateral included in the Borrowing Base (other than cash) having a Fair Market Value in excess of $15,000,000, notice a Borrowing Base Certificate showing the Borrowing Base after giving effect to the Administrative Agent consummation of such Disposition and (iii) at such time Eligible Cash is withdrawn from the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by Special Cash Collateral Account in accordance with Section 6.12, a Borrowing Base Certificate updating the Guarantor or the Applicant as described in the preceding clause (i), and the availability Borrowing Base solely to give effect to the Banks withdrawal of such filing through electronic accessEligible Cash; (c) within five days after the same is filedpromptly upon receipt, notice copies of any detailed audit reports, management letters or recommendations submitted to the Administrative Agent Board of Directors (or the audit committee of the filing board of directors) of any Loan Party by the Guarantor or the Applicant its Registered Public Accounting Firm in connection with the SEC accounts or books of the Loan Parties or any Restricted Subsidiary, or any audit of any proxy statement, and the availability to the Banks of such filing through electronic access; andthem; (d) concurrently with the delivery of the financial statements referred to in Sections 6.01(a), (b) and (c), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Lead Borrower (i) certifying that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, the nature and extent thereof and the expected remedial actions, (ii) certifying that such financial statements fairly present the financial condition and results of operations in accordance with GAAP and (iii) with respect to financial statements delivered pursuant to Sections 6.01(a) and (b), setting forth reasonably detailed calculations with respect to the Consolidated Fixed Charge Coverage Ratio (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (e) promptly, such additional information regarding the business affairs, financial and other information condition or operations of any Loan Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent (or any Bank Lender acting through the Administrative Agent) may from time to time reasonably request; and (f) at any time there are no Loans outstanding and the aggregate amount of L/C Obligations (excluding any L/C Obligations that have been Cash Collateralized) is less than or equal to $5,000,000, on or prior to the fifteenth (15th) day, of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day), a statement in form reasonably acceptable to the Administrative Agent detailing the aggregate amount of Eligible Cash and the aggregate amount of unrestricted cash and Cash Equivalents on hand of the Parent and its Subsidiaries as of the close of business as of the last day of the immediately preceding Fiscal Month, each statement to be certified as complete and correct by a Responsible Officer of the Lead Borrower; provided that at any time upon the Administrative Agent’s request (in its sole discretion), such statement shall be delivered weekly or more frequently; and (g) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 6.01 or Section 6.02(e) may (but shall not be required to) be delivered electronically (which may be filed with the SEC) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Parent’s website on the Internet at xxx.xxxxxxxx.xxx; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent shall deliver paper copies of such documents to the Administrative Agent if the Administrative Agent requests the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Lead Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above. The Loan Parties hereby acknowledge that the Administrative Agent and/or the Arranger will make available to the Lenders and each L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”).

Certificates; Other Information. Furnish to the Administrative Agent for delivery to each Lender (and the Banks (or, in the case of clause (d), Administrative Agent agrees to the relevant Bankmake and so deliver such copies): (a) [Reserved]; (b) concurrently with the delivery of any the financial statements pursuant and reports referred to Section 5.1in Sections 7.1(a) and 7.1(b), (i) a certificate of signed by a Responsible Officer of each of Holdings and the Parent Borrower stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party of Holdings, the Parent Borrower and their respective Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and or the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) as soon as available, but in any event not later than the fifth Business Day following the 120th day after the beginning of fiscal year 2011 of the Parent Borrower, and the 90th day after the beginning of each fiscal year of the Parent Borrower thereafter, a copy of the annual business plan by the Parent Borrower of the projected operating budget (including an annual consolidated balance sheet, income statement and statement of cash flows of the Parent Borrower and its Subsidiaries and including segment information consistent with customary past practices of the Parent Borrower, such practices subject to such adjustments as are reasonable in the good faith determination of the Parent Borrower, each such business plan to be accompanied by a certificate of a Responsible Officer of the Parent Borrower to the effect that such Responsible Officer believes such projections to have been prepared on the basis of reasonable assumptions at the time of preparation and delivery thereof; (d) within five days Business Days after the same is are filed, notice to the Administrative Agent copies of the filing by the Guarantor all financial statements and periodic reports which Holdings or the Applicant Parent Borrower may file with the SEC or any successor or analogous Governmental Authority; (e) within five Business Days after the same are filed, copies of all registration statements and any proxy statementamendments and exhibits thereto, and which Holdings or the availability to Parent Borrower may file with the Banks of such filing through electronic accessSEC or any successor or analogous Governmental Authority; and (df) promptly, such additional financial and other information as any Bank the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 or 7.2 may at the Parent Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s (or Holdings’ or any Parent Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Parent Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on which such documents are posted on the Parent Borrower’s (or Holdings’ or any Parent Entity’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Certificates; Other Information. Furnish to the Administrative Agent for delivery to each Lender (and the Banks (or, in the case of clause (d), Administrative Agent agrees to the relevant Bankmake and so deliver such copies): (a) concurrently with the delivery of any the financial statements pursuant and reports referred to Section 5.1in subsections 7.1(a) and (b), a certificate signed by a Responsible Officer of each of Holding and the Borrower (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party of Holding, the Borrower and their respective Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and or the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificate, and (ii) a Compliance Certificate containing setting forth the calculations required to determine (w) compliance with all information and calculations necessary covenants set forth in subsection 8.1, (x) the Consolidated Total Leverage Ratio for the purpose of determining compliance by each Group Member with the provisions of this Agreement referred to therein as applicable pricing level in the Pricing Grid, (y) the Consolidated Total Leverage Ratio for the purpose of the last day RP Calculation and (z) the Consolidated Senior Secured Leverage Ratio relating to the end of the fiscal quarter for which such financial statements and reports are delivered (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication, including facsimile or e-mail, and shall be deemed to be an original authentic counterpart thereof for all purposes); (b) as soon as available, but in any event not later than the 90th day after the beginning of each fiscal year of the GuarantorBorrower, as commencing with the case may be; (i) prompt notice fiscal year beginning January 1, 2018, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for such fiscal year, such projections to be accompanied by a certificate of a Responsible Officer of the Borrower to the Administrative Agent effect that such Responsible Officer believes such projections to have been prepared on the basis of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessreasonable assumptions; (c) within five days Business Days after the same is are sent, copies of all financial statements and reports which Holding or the Borrower sends to its public security holders, and within five Business Days after the same are filed, notice to copies of all financial statements and periodic reports which Holding or the Borrower may file with the SEC; (d) within five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which Holding or the Borrower may file with the SEC, and such other documents or instruments as may be reasonably requested by the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessin connection therewith; and (de) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably requestrequest and that the Borrower may obtain or prepare without undue burden or expense and/or would not vitiate any attorney-client or other legally recognized privilege. Documents required to be delivered pursuant to subsection 7.1(a) or (b) or subsection 7.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule A, or otherwise files such documents with the SEC using the XXXXX platform; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Other Representatives may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Holding, the Borrower or their respective securities. The Borrower hereby agrees that if, and for long as the Borrower is the issuer of any outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Other Representatives and the Lenders to treat the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Holding, the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that any such Borrower Materials shall be treated as set forth in subsection 11.18); (y) all Borrower Materials marked “PUBLIC” by the Borrower are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Other Representatives shall treat any Borrower Materials that are not marked “PUBLIC” by the Borrower as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to make any Borrower Materials “PUBLIC”.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause clauses (de) and (f), to the relevant Bank):Lender Party: (a) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default Default, except as specified in such certificate, and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with description of any Person that has become a Loan Party since the provisions of this Agreement referred to therein as date of the last day most recent certificate delivered pursuant to this clause (ii) (or, in the case of the fiscal quarter or first such certificate so delivered, since the Closing Date); (b) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the GuarantorBorrower (commencing with the fiscal year ending December 31, as 2018), a reasonably detailed budget for the case may be; (i) prompt notice following fiscal year, which shall include reasonably detailed information with respect to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, Project and (ii) within five days after the same is filed, notice to the Administrative Agent each Subsidiary of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause Borrower (iif any), which budget shall be accompanied by a certificate of a Responsible Officer stating that such budget is based on reasonable estimates, information and the availability assumptions and that such Responsible Officer has no reason to the Banks of believe that such filing through electronic accessbudget is incorrect or misleading in any material respect; (c) within five as soon as available, and in any event no later than 60 days after the same is filedend of each calendar quarter (commencing with the calendar quarter ending September 30, notice 2018) a reasonably detailed operating report substantially in the form of Exhibit H for the previous calendar quarter, which shall include reasonably detailed information with respect to the Project including (commencing with the calendar quarter ending December 31, 2018) a quarterly and year-to-date line item comparison of actual operating and financial results to the current budget, and shall be consistent with the sample operating report provided by the Borrower to the Lead Arrangers prior to the Closing Date; (d) to the extent that any Material Commodity Hedge and Power Sales Agreements are in effect from time to time, for each calendar quarter, as soon as available, and in any event no later than 60 days after the end of each calendar quarter, a reasonably detailed report setting forth: (i) a list of such Material Commodity Hedge and Power Sales Agreements of the Borrower and any of its Subsidiaries; (ii) a summary of volumes for each such Material Commodity Hedge and Power Sales Agreement during the applicable quarterly period, including power sold and purchased; (iii) the Borrower’s reasonable estimate of the first lien exposure (if any) under any such Material Commodity Hedge and Power Sales Agreements as of such quarterly date; (iv) the amounts of letters of credit issued by the Borrower or any of its Subsidiaries pursuant to the terms of any such Material Commodity Hedge and Power Sales Agreement as of such quarterly date; and (v) the Borrower’s reasonable estimate of xxxx to market movements under any such Material Commodity Hedge and Power Sales Agreements that are derivative instruments and are accounted for at fair value in the Borrower’s financial statements as of such quarterly date; (e) promptly, such additional documentation and other information as any Lender Party may from time to time reasonably request through the Administrative Agent of which is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessPatriot Act; and (df) promptly, such additional financial and other information as any Bank Lender Party may from time to time reasonably requestrequest through the Administrative Agent.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks and each Lender (or, in the case of clause (de), to the relevant BankLender): (a) concurrently with the delivery of any the annual and quarterly financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower with the provisions of this Agreement referred to therein Sections 7.1(a), (b), (c) and (d) as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; (b) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions; (c) concurrently with the delivery of the annual and quarterly financial statements pursuant to Section 6.1, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (d) promptly following receipt thereof, copies of (i) prompt notice any documents described in Section 101(k) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the relevant Group Member or ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices promptly after receipt thereof; and (e) within a reasonable period of time, such additional financial and other information (not including reports and other materials to the extent filed with the SEC) as any Lender may from time to time reasonably request. In lieu of furnishing the Administrative Agent of any failure by and each Lender with discussion and analysis referred to in Section 6.2(c) above, the Guarantor or the Applicant to file with the SEC any Borrower may make available its annual report on Form 10-K or its quarterly report on Form 10-Q Q, as applicable, in each case containing a Management’s Discussion and Analysis of Financial Condition and Results of Operations as required by such form, on the Borrower’s website at xxx.xxxxxxxxxxxx.xxx, at xxx.xxx.xxx or before the date at such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice other website as notified to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability Lenders, which shall be deemed to have satisfied the Banks requirements of furnishing such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing discussion and analysis required by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank may from time to time reasonably requestSection 6.2(c).

Certificates; Other Information. Furnish to the Administrative Agent for delivery distribution to the Banks each Lender (or, in the case of clause (dg), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), to the extent consistent with the policy of the independent certified public accountants reporting on such financial statements, a certificate of such independent certified public accountants stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default pursuant to Section 6.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein Section 7.1 as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; , and (iy) prompt notice to the extent not previously disclosed to the Administrative Agent Agent, (1) a description of any failure change in the jurisdiction of organization of any Loan Party, (2) a list of any Capital Stock acquired by any Loan Party (or a structure chart depicting such Capital Stock), (3) a description of any Person that has become a Wholly-Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) (or a structure chart depicting such Persons) and (4) a description of any Person that has become an Excluded Subsidiary of the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and type described in clause (ii) within five days after the same is filed, notice to the Administrative Agent of the filing definition of any such annual “Excluded Subsidiary”, in each case since the date of the most recent report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described delivered pursuant to this clause (y) (or, in the preceding clause (icase of the first such report so delivered, since the Closing Date), and the availability to the Banks of such filing through electronic access; (c) within five as soon as available, and in any event no later than 90 days after the same is filedend of each fiscal year of the Borrower, notice a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are prepared in good faith based upon assumptions believed to be reasonable at the time furnished (it being recognized that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material); (d) concurrently with the delivery of any financial statements pursuant to Section 6.1, a certificate of a Responsible Officer setting forth a reasonably detailed calculation of the Maximum Permitted Outstanding Amount on the last date of the relevant period covered by such financial statements; provided that in the event that the Total Revolving Extensions of Credit outstanding at any time (or, on or after the Revolving Termination Date, the aggregate principal amount of Converted Term Loans outstanding at any time) exceeds 90% of the Maximum Permitted Outstanding Amount at such time, the Borrower shall provide such certificates to the Administrative Agent on demand; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the filing by applicable Multiemployer Plans, then, upon reasonable request of the Guarantor Administrative Agent, such Group Member or the Applicant with the SEC of any proxy statement, ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the availability Borrower shall provide copies of such documents and notices to the Banks of such filing through electronic access; andAdministrative Agent promptly after receipt thereof; (dg) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request; and (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), an Investment Asset Report.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery and each Lender (except as otherwise provided in subsection (g) below), in form and detail reasonably satisfactory to the Banks (or, in the case of clause (d), to the relevant Bank):Administrative Agent: (a) within sixty (60) days after the end of each fiscal quarter ending prior to the IPO Closing Date (commencing with the fiscal quarter ended March 31, 2010), (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such fiscal quarter and Consolidated statements of the Borrower’s earnings and cash flows for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter; and (ii) internally-prepared unaudited consolidating balance sheets and income statements for the Significant Restricted Persons (other than the Borrower). (b) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter in which the IPO Closing Date occurs), a duly completed Compliance Certificate signed by the chief financial officer, principal accounting officer or treasurer of General Partner (i) a certificate stating that such Consolidated financial statements are accurate and complete in all material respects (subject to normal year-end adjustments), (ii) stating that he has reviewed the Loan Documents, (iii) containing calculations showing compliance (or non compliance) at the end of a Responsible Officer such fiscal quarter with the requirements of Section 7.11, (iv) stating that, to the best of each such Responsible Officer’s his knowledge, each Credit Party during no Default exists at the end of such fiscal quarter or at the time of such certificate or specifying the nature and period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge existence of any Default or Event of Default except as specified in such certificateDefault, and (iiv) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with identifying any Subsidiary designated as an Unrestricted Subsidiary since the provisions of this Agreement referred to therein as date of the last day of the fiscal quarter or fiscal year of the Guarantormost-recently delivered prior certificate under this Section 6.02(b) (which delivery may, as the case may be; (i) prompt notice to unless the Administrative Agent of any failure or a Lender requests executed originals, be by the Guarantor electronic communication including fax or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required email and shall be deemed to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (ian original authentic counterpart thereof for all purposes), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative each Agent for delivery to the Banks (and each Lender, or, in the case of clause (df), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession); (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer of each Borrower stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has Officers have obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrowers and their Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrowers, as the case may be, and (y) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (ic) prompt notice as soon as available, and in any event no later than 50 days after the end of each fiscal year of the Borrowers, a detailed combined budget for the following fiscal year (including a projected combined balance sheet of the Borrowers and their Subsidiaries as of the end of the following fiscal year, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of each Borrower stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officers have no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 50 days after the end of each fiscal quarter of the Borrowers, a narrative discussion and analysis of the combined financial condition and results of operations of the Borrowers and their Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of any failure by such fiscal quarter, as compared to the Guarantor or portion of the Applicant Projections covering such periods and to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before comparable periods of the date such report is required to be filed pursuant to SEC regulations, and previous year; (iie) within five days after the same is filedare sent, notice copies of all financial statements and reports that a Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports that a Borrower may make to, or file with, the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSEC; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery to the Banks (orand, in the case of clause (d)h) below, to the relevant Bank):applicable Lender: (a) Concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary thereof no knowledge was obtained of any Default or Event of Default pursuant to Section 6.17, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate (and if such certificate specifies any Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto) and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Global Entity with the provisions Section 6.17 of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; , and (iy) prompt notice to the extent not previously disclosed to the Administrative Agent Agent, (1) a description of any failure change in the jurisdiction of organization of any Loan Party, (2) a list of any material Intellectual Property acquired by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Loan Party and (3) a description of any Person that has become a Global Entity, in each case since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report is required to be filed pursuant to SEC regulationsso delivered, and (ii) within five days after since the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (iClosing Date), and the availability to the Banks of such filing through electronic access; (c) within five as soon as available, and in any event no later than 45 days after the same is filed, notice to the Administrative Agent end of each fiscal year of the filing by Borrower, a detailed consolidated budget for the Guarantor or following fiscal year (including a projected consolidated balance sheet of the Applicant with Borrower and its Subsidiaries as of the SEC end of any proxy statementthe following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the availability to the Banks underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such filing through electronic access; andbudget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) promptlyconcurrently with the delivery of financial statements pursuant to Section 5.1, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such additional financial fiscal quarter and other information for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as any Bank may from time compared to time reasonably request.the portion of the Projections covering such periods and to the comparable periods of the previous year. Information required to be delivered pursuant to this clause

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt further distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which iGate Corporation files with the SEC or with any Governmental Authority that may be substituted therefor or is the equivalent thereof in another jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8 or the equivalent) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any material requests or material notices received by any Obligor or any Subsidiary from any Governmental Authority (other than in the ordinary course of business) that could reasonably be expected to result in a Material Adverse Effect; (d) together with the delivery of any the financial statements pursuant to Section 5.16.01(a) and each accompanying Compliance Certificate, (ix) a certificate list of Subsidiaries that identifies each Subsidiary as a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed Material Subsidiary or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein an Immaterial Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Signing Date or the date of the last such list and (y) such other information required by the Compliance Certificate; (e) no later than ninety (90) days following the first day of the fiscal quarter or each fiscal year of the GuarantoriGate Corporation, as the case may be; (i) prompt notice to the Administrative Agent of any failure a budget for such fiscal year in form customarily prepared by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessiGate Corporation; and (df) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Obligor or Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) and (b) or Section 6.02(c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which iGate Corporation or the Company posts such documents, or provides a link thereto on iGate Corporations or the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on iGate Corporation’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding the foregoing, Borrower shall deliver originally executed Compliance Certificates to the Administrative Agent (in addition to the electronic copies pursuant to the foregoing). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: ------------------------------- (a) concurrently with the delivery of any the financial statements pursuant referred to Section 5.1in subsections 5.1(a) and (b), (i) a certificate on behalf of the Borrower executed by a Responsible Officer Officer, showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1, stating that, to the best of each such Responsible Officer’s his or her knowledge, each Credit Party the Borrower during such period has observed or kept, observed, performed all of its covenants and other agreements, fulfilled each and satisfied every condition, covenant and condition contained in this Agreement and in the Notes and the other Credit Loan Documents applicable to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has he or she obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may bespecifically indicated; (ib) prompt notice with respect to each Acquired Eligible Portfolio, beginning on the Administrative Agent six-month anniversary of any failure by the Guarantor acquisition of such Acquired Eligible Portfolio and continuing thereafter until such Acquired Eligible Portfolio is transferred to or otherwise becomes subject to a Securitized Offering or the Applicant Borrowing made to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date purchase such report Acquired Eligible Portfolio is required to be filed pursuant to SEC regulationsotherwise paid, and not later than thirty (ii30) within five days after the same is filed, notice to the Administrative Agent end of each fiscal quarter of the filing Borrower, a collections performance report for such Acquired Eligible Portfolios in reasonable detail and certified on behalf of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed the Borrower by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accessa Responsible Officer; (c) within five with respect to each Portfolio owned or acquired by the Borrower (whether or not transferred to or otherwise subject to a Securitized Offering), not later than thirty (30) days after the same is filedend of each month, notice a collections performance report for such Portfolios in reasonable detail and certified on behalf of the Borrower by a Responsible Officer; (d) any reports, notices or proxy statements generally distributed by the Borrower to its stockholders on a date no later than the date supplied to the Administrative Agent stockholders; (e) promptly after the Borrower's receipt thereof, a copy of the filing any "management letter" or other material report received by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessBorrower from its certified public accountants; and (df) promptly, such additional financial and other information as any Bank Lender or the Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery (and the Administrative Agent shall furnish to the Banks (each Lender) or, in the case of clause (df), to the relevant Bank):Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default in respect of the financial covenants contained in Section 7.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, including a detailed report of Restricted Payments made by the Borrower to Holdings and a description of Holdings’ or the Parent’s use thereof, as applicable; (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated financial model for the period beginning with such fiscal year through and including 2011 in form and substance reasonably satisfactory to the Administrative Agent (and in any event containing at least the level of any failure by detail contained in the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed financial model delivered pursuant to SEC regulationsSection 5.1(f)) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (iid) within five days after the same is filedare sent, notice copies of all financial statements and reports that the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, copies of all financial statements and reports that the Borrower, Holdings and the Parent may make to, or file with, the SEC or notice of such filing; (e) promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; provided, that if the Loan Parties or any Commonly Controlled Entity have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent of Agent, the filing by Loan Parties and/or the Guarantor Commonly Controlled Entities shall promptly make a request for such documents or the Applicant with the SEC of any proxy statement, notices from such administrator or sponsor and the availability to the Banks Borrower shall provide copies of such filing through electronic accessdocuments and notices promptly after receipt thereof; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery each Agent, and make available to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate Compliance Certificate of a Responsible Officer (A) stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by itsuch Loan Party, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (iiB) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Loan Parties with the provisions of this Agreement referred to therein as of the last day of the calendar month, fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, (ii) to the extent not previously disclosed to Collateral Agent, in writing, an updated listing of any Oil and Gas Properties, Hydrocarbon Interests or other Real Property, or with respect to which any Loan Party shall acquire a right to earn, purchase or otherwise acquire, since the date of the most recent updated list delivered pursuant to this clause (ii) (or, in the case of the first such list so delivered, since the Closing Date) and (iii) authorization to file any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (b) as soon as available (and in any event no later than the earlier of (x) 75 days after the end of each fiscal year of Borrower and (y) the filing by Borrower each year of its Annual Report on Form 10-K with the U.S. Securities Exchange Commission using the XXXXX filing system with respect to such preceding fiscal year of Borrower) a detailed consolidated budget for the following four fiscal quarters (including a projected consolidated balance sheet of Borrower and its Restricted Subsidiaries as of the end of the following four fiscal quarters, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”) and a reconciliation of the actual expenditures, consolidated balance sheet, and consolidated statements of cash flow for the immediately preceding fiscal quarter to the previously projected expenditures, consolidated balance sheet, and consolidated statements of cash flow for the such fiscal quarter and (ii) and, as soon as available, significant revisions, if any, of such budget and Projections with respect to such fiscal quarters, which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and be in a format and with such detail as Collateral Agent may request. (c) as soon as possible and in any event within five days of obtaining knowledge thereof: (i) notice of any development, event, or condition that, individually or in the aggregate with other developments, events or conditions that, individually or in the aggregate, could reasonably be expected to result in the payment by the Loan Parties in the aggregate, of a Material Environmental Amount; and (ii) any notice that any Governmental Authority has taken action to or may deny any application for an Environmental Permit or other material permit sought by, or revoke or refuse to renew any such Permit held by any Loan Party or operator of any Oil and Gas Property or condition approval of any such Permit on terms and conditions if the effect of any such action would have a material adverse effect on any Loan Party or operator of any Oil and Gas Property, or to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person or to the development of or production from any Oil and Gas Property; (d) within five Business Days after receipt thereof by any Loan Party, copies of each final management letter, exception report or similar letter or report received by such Loan Party from its Independent Accountant; (i) prompt notice no later than 10 Business Days prior to the Administrative Agent effectiveness thereof, copies of substantially final drafts of any failure by the Guarantor proposed amendment, supplement, waiver or the Applicant other modification with respect to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsConstituent Document of any Loan Party, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing promptly upon execution of any such annual report on Form 10-K amendment, supplement, waiver or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as other modification described in the preceding clause (i)) above, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessa fully executed copy thereof; and (df) promptly, such additional financial and other collateral information as any Bank Administrative Agent or Collateral Agent, may from time to time reasonably request, with all of such additional collateral information promptly being made available to each Lender.

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 5.15.1(a) and (b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Party Borrower during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member the Borrowers with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorFMC, as the case may be; (b) no later than 10 days after the end of each calendar month, (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationsa Borrowing Base Certificate, and (ii) within five days after a schedule of Up-Front Structuring Advisory Fees received by FMC during such calendar month and (iii) such other information concerning Structuring Advisory Fees, Administration Fees and Servicing Fees as the same is filed, notice Lender may reasonably require from time to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic accesstime; (c) within five days after promptly upon filing any registration statement or listing application (or any supplement or amendment to any registration statement or listing application) with the same is filedSecurities and Exchange Commission or any successor agency or with any stock exchange or with the National Association of Securities Dealers quotation system, notice a copy of the same; (d) if any Borrower becomes a publicly-traded company, a copy of each periodic or current report of such Borrower filed with the Securities and Exchange Commission or any successor agency, of each press release or other communication disseminated to the Administrative Agent public generally, and of each annual report, proxy statement and other communication sent by such Borrower to shareholders or other security holders generally, such copy to be provided to the Lender promptly upon such filing by the Guarantor or the Applicant with the SEC of any proxy statementSecurities and Exchange Commission, and such public dissemination or such communication with shareholders or security holders, as the availability to the Banks of such filing through electronic accesscase may be; and (de) promptly, such additional financial and other information as any Bank the Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent for delivery (and the Administrative Agent shall promptly furnish to the Banks (orLenders, in the case of clause (d), by posting to the relevant BankSyndtrak or otherwise): (a) if reasonably requested by the Administrative Agent, concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Section 7.1, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants cover in such certificates pursuant to their professional standards and customs of the profession and shall no longer be required to be delivered if Parent’s certified public accountants no longer provide such a certificate as a matter of policy); (b) concurrently with the delivery of any financial statements pursuant to Section 5.1Sections 6.1(a) or (b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations required by the form of such certificate attached as Exhibit H (or such other form as may be agreed to by the Administrative Agent to reflect the terms of Section 7.1), including those necessary for determining compliance by each Group Member Covenant Party with the provisions of this Agreement referred Section 7.1 (including detail with respect to therein any calculation of Consolidated EBITDA) as of the last day of the fiscal quarter or fiscal year of the GuarantorParent, as the case may be; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after to the same is filed, notice extent not previously disclosed to the Administrative Agent Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property acquired by any Loan Party since the date of the filing of any such annual most recent report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described delivered pursuant to this clause (ii) (or, in the preceding clause (icase of the first such report so delivered, since the Closing Date), and the availability to the Banks of such filing through electronic access; (c) within five no later than 60 days after the end of each fiscal year of Parent and its Subsidiaries, a consolidated budget for the following fiscal year, including a detailed projected consolidated balance sheet of Parent and its consolidated Subsidiaries, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto for each quarter of such fiscal year, and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year, to the extent such revisions have been delivered to the Board of Directors of Parent (or one of Parent’s parent companies) for its approval; (d) as promptly as practicable after the effectiveness thereof, copies of any amendment, supplement, waiver or other modification with respect to any item of Indebtedness over $20,000,000, the Senior Subordinated Notes, the Second Lien Notes and any Refinancing Indebtedness in respect of any of the foregoing and not otherwise required to be required to be delivered under Section 6.1 or 6.2; (e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities in an aggregate principal amount of $20,000,000 for any one issue or public equity securities of the Borrower or any Restricted Subsidiary of Borrower and not otherwise required to be furnished to the Lenders pursuant to Section 6.1 or any other clause of this Section 6.2 and promptly after the same is are filed, notice to copies of all financial statements and reports that the Administrative Agent Borrower or any Restricted Subsidiary of Borrower may make to, or file with, the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSEC; and (df) promptly, such additional financial and other information concerning a Group Member as the Administrative Agent on behalf of itself or any Bank Lender may from time to time reasonably request; provided that no such information shall be required to be so provided if the provision thereof would cause such Group Member to lose attorney-client privilege or would violate a confidentiality agreement or if such information is not reasonably available.

Certificates; Other Information. Furnish to the Administrative Agent, the Collateral Agent (and in the case of the Collateral Agent only, if and for delivery to so long as the Banks Minimum Condition is satisfied) and each Lender (or, in the case of clause (dh), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 7.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.17.1, (i) a certificate of a Responsible Officer executed on behalf of Holdings or the Borrower, as applicable, stating that, to the best of each such Responsible Officer’s knowledge, each Credit Loan Party during such the period covered thereby has observed or performed all of its covenants and other agreements, and satisfied in all material respects every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate substantially in the form of Exhibit B hereto, containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Holdings and the GuarantorBorrower, as the case may be; , and, if applicable, for determining the Applicable Margins and Commitment Fee Rate, and (iy) prompt notice to the extent not previously disclosed to the Administrative Agent and the Collateral Agent, a listing of any failure applied for or registered Intellectual Property acquired by any Loan Party since the Guarantor date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of Holdings, a detailed consolidated quarterly budget for the following fiscal year (including a projected consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the end of each fiscal year, the related consolidated and consolidating statements of projected cash flow, projected balance sheet and projected income and projected Consolidated Leverage Ratio, Consolidated Senior Leverage Ratio, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer executed on behalf of Holdings and the Borrower stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) if Holdings is not then a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 45 days after the end of each fiscal quarter of Holdings (or 90 days, in the case of the last fiscal quarter of any fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries, as applicable, for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (e) no later than 5 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Holdings Note Documents, the Senior Note Documents, the Senior Subordinated Note Documents, any Permitted Sponsor Subordinated Debt Agreement or any Subordinated Indenture; (f) within five Business Days after the same are sent, copies of all financial statements and reports that Holdings or the Applicant Borrower sends to file with the SEC holders of any annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulationspublic equity securities and, and (ii) within five days after the same is are filed, notice to the Administrative Agent copies of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q all financial statements and reports that had not previously been filed by the Guarantor Holdings or the Applicant as described in Borrower may make to, or file with, the preceding clause (i), and the availability to the Banks of such filing through electronic accessSEC; (cg) within five days after concurrently with the same is fileddelivery of financial statements pursuant to Sections 7.1(a) and (b), notice to certifications by the Administrative Agent chief executive officer and the chief financial officer or others delivered under the Exchange Act, the Sxxxxxxx-Xxxxx Act of 2002, as amended, and/or the rules and regulations of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, Securities and the availability to the Banks of such filing through electronic accessExchange Commission; and (dh) reasonably promptly, such additional financial and other information as any Bank Lender through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent in each case for further delivery to the Banks (each Lender, or, in the case of clause (de), to the relevant Bank):Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 5.15.1(a) or (b), (i) a certificate Compliance Certificate of a Responsible Officer stating that, senior financial officer certifying as to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is whether a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatehas occurred and is continuing and, if a Default or Event of Default has occurred and (ii) a Compliance Certificate containing all information is continuing, specifying the details thereof and calculations necessary for determining compliance by each Group Member any action taken or proposed to be taken with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may berespect thereto; (ib) prompt notice concurrently with the delivery of any financial statements pursuant to Section 5.1(a) or (b), a narrative discussion and analysis of the financial condition and results of operations of Parent and its Consolidated Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of any failure such fiscal quarter, as compared to the comparable periods of the previous year; provided, that the obligations in this clause (b) may be satisfied by the Guarantor furnishing (or the Applicant to file filing with the SEC any annual report on SEC) the Form 10-K or quarterly report on Form 10-Q on (or before the date such report is required to be equivalent), as applicable, of Parent or any parent thereof filed pursuant to SEC regulationswith the SEC; provided, further, however, if the combined operations of Parent and (ii) within five days after its Consolidated Subsidiaries, excluding the same is filed, notice to the Administrative Agent operations of the filing Borrower and its Consolidated Subsidiaries and excluding cash and Cash Equivalents, would, if held by a single Subsidiary of any such the Borrower, constitute a Significant Subsidiary of the Borrower, then the quarterly and annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed financial information required by the Guarantor or preceding paragraphs will include a reasonably detailed presentation of the Applicant as described in narrative discussion and analysis of the preceding clause (i), financial condition and results of operations of the availability to Borrower and its Consolidated Subsidiaries separate from the Banks financial condition and results of such filing through electronic accessoperations of Parent and its other Consolidated Subsidiaries; (c) within five days prompt written notice of any change (i) in Parent’s or any Loan Party’s corporate name, (ii) in the location of Parent’s or any Loan Party’s chief executive office or principal place of business, (iii) in Parent’s or any Loan Party’s corporate structure, (iv) in Parent’s or any Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in Parent’s or any Loan Party’s federal taxpayer identification number; (d) promptly after the same furnishing thereof, copies of any material financial statement, report or notice furnished to any creditor pursuant to the terms of any agreement in respect of Indebtedness for borrowed money (excluding, for the avoidance of doubt, Capital Lease Obligations, mortgage financings or purchase money obligations) having a principal amount (for the applicable agreement, series or tranche) in excess of $750,000,000 and to which a Group Member is filedthe borrower or the issuer (other than this Agreement and the Working Capital Facility) and which financial statement, report or notice is not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 5.2; and (e) promptly following any request therefor, such other information that is reasonably available (upon the use of commercially reasonable efforts) to the Borrower regarding the operations, business affairs and financial condition of any Loan Party (including, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent may reasonably request (on its own behalf or on behalf of any Lender) in a written notice given in accordance with Section 9.1. Notwithstanding anything to the contrary in this Section 5.2, none of Parent or any Group Member will be required to disclose any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of the filing by the Guarantor Law or the Applicant with the SEC of any proxy statement, and the availability binding agreement or (iii) that is subject to the Banks of such filing through electronic access; and (d) promptly, such additional financial and other information as any Bank may from time to time reasonably requestattorney-client or similar privilege or constitutes attorney work product.

Certificates; Other Information. Furnish Deliver to the Administrative Agent for delivery prompt distribution to the Banks (or, in the case of clause (d), to the relevant Bank):each Lender: (a) concurrently (i) no later than five days after the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of financial statements for the fiscal year ended December 31, 2015), a duly completed Compliance Certificate signed by the chief executive officer, president, chief financial officer, or vice president of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes), including (A) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.05(b), (B) a list that identifies each Domestic Subsidiary that is an Immaterial Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list, (C) if during the last fiscal quarter covered by such Compliance Certificate the Borrower and its Restricted Subsidiaries shall have made any Investment pursuant to Section 7.03(n), any Restricted Payment pursuant to Section 7.09(j) or any payment made pursuant to Section 7.06(a)(iii) (other than $11,279,000 in purchases of Nexstar Senior Second Lien Notes prior to the Nexstar Third Amendment Closing Date) (or any of the Nexstar Entities shall have taken any such action under the comparable provision in the Nexstar Credit Agreement or any of the Mission Entities shall have taken any such action under the comparable provision in the Mission Credit Agreement), a reasonably detailed calculation (including all relevant financial information reasonably requested by the Administrative Agent) of the Available Amount as of the end of such fiscal quarter, (D) if during the last fiscal quarter covered by such Compliance Certificate, the Borrower and its Restricted Subsidiaries shall have made any Discounted Voluntary Prepayment pursuant to Section 2.05(e), and (E) such other information required by the Compliance Certificate and (ii) at such time as required by the Nexstar Credit Agreement and to the extent not otherwise delivered under this Agreement, such documents, instruments, agreements, letters, certificates and other information required by the Nexstar Entities to deliver under Section 6.02(a) of the Nexstar Credit Agreement. The agreements in this Section 6.02(a)(ii) shall survive the resignation of the Nexstar Administrative Agent, the Mission Administrative Agent, the Collateral Agent, the replacement of any Nexstar Lender, the replacement of any Mission Lender, the repayment of Nexstar Loans, the repayment of Mission Loans, the termination of the Nexstar Commitments, the termination of the Mission Commitments, the repayment, satisfaction or discharge of all the other Nexstar Obligations and/or Mission Obligations and the termination of the Nexstar Credit Agreement and termination of the Mission Credit Agreement (provided, that, if the Nexstar Credit Agreement or Xxxxxxxx Credit Agreement has been terminated, the provisions most recently in effect for the applicable agreement will be the applicable provisions); (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which any Xxxxxxxx Entity or Nexstar Entity may file or be required to file with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S‑8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after any reasonable request by the Administrative Agent, copies of any detailed audit reports and final management letters submitted to the board of directors (or the audit committee of the board of directors) of any Xxxxxxxx Entity or Nexstar Entity by independent accountants in connection with the accounts or books of any Xxxxxxxx Entity or Nexstar Entity or any of their Subsidiaries, or any audit of any of them; (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Xxxxxxxx Entity or Nexstar Entity or any of their Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; (e) together with the delivery of the financial statements pursuant to Section 5.16.01(a) and each Compliance Certificate pursuant to Section 6.02(a) (commencing with the financial statements for the fiscal year ended December 31, 2014), a report showing in reasonable detail (i) a certificate of a Responsible Officer stating any new Material Real Property, (ii) any new registered Marks, Copyrights, and Patents (as each is defined in the Security Documents), that, in each case, are required by the Collateral and Guarantee Requirement to secure the best Obligations, (iii) any new Equity Interests of each such Responsible Officer’s knowledgeany JV Entity that are required by the Collateral and Guarantee Requirement to secure the Obligations, each Credit Party during such period has observed (iv) any new investment property and letter of credit rights, with a value of greater than $10,000,000, (v) any new Restricted Subsidiary of any Nexstar Entity or performed all any Xxxxxxxx Entity the Equity Interests of its covenants which are required by the Collateral and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party Guarantee Requirement to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatepledged to secure the Obligations, and (iivi) a Compliance Certificate containing all information any new Restricted Subsidiary of any Xxxxxxxx Entity or any Nexstar Entity that is required by the Collateral and calculations necessary for determining compliance by Guarantee Requirement to Guarantee the Obligations, in each Group Member with case since the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Guarantor, as the case may beClosing Date and that have not been previously disclosed in writing; (i) prompt notice to the Administrative Agent of any failure by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before the date such report is required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), and the availability to the Banks of such filing through electronic access; (c) within five days after the same is filed, notice to the Administrative Agent of the filing by the Guarantor or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic access; and (df) promptly, such additional information regarding the Collateral or the business, legal, financial and other information or corporate affairs of any Xxxxxxxx Entity or Nexstar Entity, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; and (g) promptly following their submission with the FCC or any other Federal, state or local Governmental Authority, copies of any and all periodic or special reports filed by the Borrower or any of its Subsidiaries, if such reports are publicly available and indicate a material adverse change in the business, operations or financial condition of the Xxxxxxxx Entities, Nexstar Entities and Mission Entities taken as a whole (but only to the extent such reports are publicly available). Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (x) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 10.02; or (y) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request of the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the "Platform") and (b) certain of the Lenders (each, a "Public Lender") may have personnel who do not wish to receive material non‑public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market‑related activities with respect to such Persons' securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof, (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non‑public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07), (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side Information," and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side Information." Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials "PUBLIC."

Certificates; Other Information. Furnish to the Administrative Agent for delivery to the Banks and each Lender (or, in the case of clause (df), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 7.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.17.1(a) or (b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) (A) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of Sections 8.1 and 8.7 of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be; , and (iB) prompt notice to the extent not previously disclosed to the Administrative Agent Agent, a listing of any failure federally registered or recorded Intellectual Property, including Intellectual Property for which an application or filing has been made or is pending in the United States, acquired by the Guarantor or the Applicant to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Loan Party since the date such report is required to be filed of the most recent list delivered pursuant to SEC regulationsthis clause (y) (or, and (ii) within five days in the case of the first such list so delivered after the same is filedRestatement Date, notice since the date of the last list delivered pursuant to the Administrative Agent of the filing of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (iOriginal Credit Agreement), and the availability to the Banks of such filing through electronic access; (c) within five as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected income and a description of the underlying assumptions applicable thereto, collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions believed by the Borrower to have been reasonable when made, it being recognized that such Projections are not to be viewed as fact and that actual results during the periods covered by such Projections may differ from the projected results set forth therein by a material amount; (d) if the Borrower or Holdings is not then a reporting company under the Securities Exchange Act of 1934, as amended, within 90 days after the end of each fiscal year of the Borrower and within 45 days after the end of each of the first three fiscal quarters of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Subsidiaries of Holdings for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (e) within five Business Days after the same is are sent, copies of all financial statements and reports that Holdings or the Borrower sends to the holders of any class of its debt securities or public equity securities generally and, within five Business Days after the same are filed, notice to the Administrative Agent copies of the filing by the Guarantor all financial statements and reports that Holdings or the Applicant with Borrower may make to, or file with, the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSEC; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent (for delivery further distribution to each Lender), in form and detail reasonably satisfactory to the Banks (or, in the case of clause (d), to the relevant Bank):Administrative Agent: (a) concurrently with the delivery of any the financial statements pursuant referred to in Section 5.16.01(a), a report of the independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if such knowledge was obtained, stating the nature and status of such Default and setting forth the details of such Default (including, to the extent of its knowledge, the action Holdings or any Restricted Subsidiary has taken with respect thereto, if any); (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal year ended December 31, 2004), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings (i) calculating the Consolidated Interest Coverage Ratio and the Consolidated Total Leverage Ratio for the four-fiscal quarter period ending on the last day of the period covered by such financial statements, (ii) certifying whether the Loan Parties are in compliance with the financial covenants in Section 7.18, (iii) certifying whether a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Credit Party during such period has observed or performed all of its covenants Dividend Suspension Period shall have occurred and other agreementsbe continuing, and satisfied every condition(iv) certifying as to any of the following transactions which have been consummated, contained in this Agreement and payments or expenditures which have been made, payments which have been received, or other actions taken by the other Credit Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge Consolidated Parties since the date of any Default or Event of Default except as specified in the then most recent such certificate, calculating the following amounts for the period covered by such financial statements and certifying as to the following other matters: (A) any Equity Issuance (other than any Equity Issuance by Holdings to any officer, director, employee or consultant pursuant to any Plan or other employee compensation or benefit arrangement), including (1) the Equity Interests issued and sold, (2) the date thereof, (3) the Net Cash Proceeds thereof and (ii4) the use of such proceeds; (B) any Debt Issuance by any Consolidated Party including (1) a Compliance Certificate containing all information description of the Indebtedness issued, including whether such Indebtedness constitutes Permitted Additional Debt, (2) the date thereof, (3) the Net Cash Proceeds thereof, and calculations necessary for determining compliance by each Group Member (4) the use of such proceeds (and unless previously certified to the Administrative Agent, such certificate shall attach true and correct copies of any Permitted Additional Debt Documents in respect of such Indebtedness, together with the provisions Certificate from the Loan Party Representative contemplated by the definition of this Agreement referred Permitted Additional Debt); (C) all Restricted Payments made by any Consolidated Party (other than a Restricted Payment made to therein a Consolidated Borrower Party), including a description of each Restricted Payment, including the date and amount thereof; (D) all Investments made by any Consolidated Party (other than (1) any Investment made in a Consolidated Borrower Party, (2) Investments made in any other Consolidated Party for the purposes of funding, directly or indirectly, any such Investment in a Consolidated Borrower Party and (3) Investments in Cash Equivalents), including (x) a description of each Investment, including the date and amount thereof and (y) whether all or any portion of such Investment was funded with Available Equity Proceeds; (E) all payments made by any Consolidated Party to prepay, redeem, defease or acquire for value prior to stated maturity, refund, refinance or exchange any Indebtedness (other than Loans hereunder) or any other voluntary or optional payment of any such Indebtedness, including (1) a description of the Indebtedness prepaid and the amount of such payments and (2) the source of the funds for such payments, including whether all or a portion of such payments were funded from Available Distributable Cash, Available Equity Proceeds or from the proceeds of Permitted Additional Debt; (F) any Permitted Acquisition made by any Consolidated Borrower Party, including (1) a description of such Permitted Acquisition, including the date of the consummation thereof, (2) the aggregate consideration paid by the Consolidated Borrower Parties in connection with such Acquisition, including the amount of Indebtedness assumed, (3) the portion of such consideration paid with Available Equity Proceeds or Available Distributable Cash, if any, and (4) the portion of such consideration paid with the Net Cash Proceeds of any Debt Issuance, if any (and unless previously certified to the Administrative Agent, such certificate shall attach true and correct copies of any Acquisition Documents in respect of such Permitted Acquisition); (G) any Consolidated Capital Expenditures, including (1) the aggregate amount thereof, (2) the amount of any thereof financed with Available Equity Proceeds, and (3) if Consolidated Capital Expenditures for the four fiscal quarter period then ended exceed $55,000,000, any Consolidated Capital Expenditures in excess of such amount which were financed with the proceeds of a Debt Issuance or with Reinvestment Funds in such four fiscal quarter period; (H) any Permitted Asset Exchange, including (1) any cash consideration paid by the Loan Parties and (2) any Net Cash Proceeds received by the Loan Parties in such transaction; (I) calculating Available Equity Proceeds as of the date of such certificate, giving effect to the transactions reported in such certificate and showing such calculations in reasonable detail; (J) calculating Available Cash as of the last day of the fiscal quarter or fiscal year of then most recently ended, giving effect to the Guarantor, as Consolidated Adjusted EBITDA for such quarter reported in such certificate and the case may betransactions reported in such certificate and showing such calculations in reasonable detail; (K) calculating Available Distributable Cash as of the last day of the fiscal quarter then most recently ended, giving effect to the Available Cash as of the last day of such quarter reported in such certificate and the transactions reported in such certificate and showing such calculations in reasonable detail; (L) with respect to Dispositions (other than Dispositions permitted by Sections 7.05(b), (c), and (d)) occurring during the fiscal quarter of Holdings then most recently ended, (1) the aggregate Net Cash Proceeds thereof and the aggregate amount of such Net Cash Proceeds proposed to be reinvested in Capital Assets, and (2) in the case of any such Disposition the Net Cash Proceeds of which exceeds $1,000,000, the date of such Disposition, the Net Cash Proceeds thereof and whether the Consolidated Parties propose to reinvest such proceeds in Capital Assets; and any Net Cash Proceeds from Dispositions in a prior period which have not been so reinvested in the period of 365 days following such Disposition; and (M) certifying and attaching supplements to Schedules 5.08 and 5.12, supplements to Schedule I to the Pledge and Security Agreement, and supplements to the schedules to the Perfection Certificate for any Loan Party, in each case, as required by Sections 6.11 and 6.12 and Section 3.03(c) of the Pledge and Security Agreement, and certifying that the Loan Parties are in compliance with the other requirements of this Agreement and the other Loan Documents, including Section 6.03(a). (c) promptly after receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Consolidated Party by independent accountants in connection with the accounts or books of any Consolidated Party, or any audit of any of them; (d) promptly after the same are available, (i) prompt notice copies of management discussion and analysis in relationship to the Administrative Agent financial statements delivered pursuant to Sections 6.01(a) and 6.01(b), (ii) copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Holdings, and copies of all annual, regular, periodic and special reports and registration statements which Holdings or any failure by the Guarantor of its Restricted Subsidiaries may file or the Applicant be required to file with the SEC any annual report on Form 10-K under Section 13 or quarterly report on Form 10-Q on or before 15(d) of the date such report is Securities Exchange Act of 1934, and not otherwise required to be filed pursuant to SEC regulations, and (ii) within five days after the same is filed, notice delivered to the Administrative Agent pursuant hereto (other than any Form S-8 registration statements and other reports relating to employee benefit plans, supplements to registration statements relating solely to pricing of the filing of any such annual report securities offerings for which registration statements were previously filed and Forms D with respect to transactions otherwise described on a Form 108-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (iK), and (iii) upon the availability reasonable request of the Administrative Agent, copies of all reports and written information to and from (A) the Banks FCC or any PUC of such filing through electronic accessany State with jurisdiction over the property or business of any Consolidated Party or (B) the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor or other agencies or authorities concerning environmental, health or safety matters; (ce) promptly, and in any event within two Business Days after receipt thereof or any Responsible Officer of any Loan Party first becomes aware thereof, (i) notice of any breach or non-performance by any Loan Party of, or any default under, any Material Document, (ii) copies of all notices, requests and other documents received by any Loan Party or any of its Restricted Subsidiaries under or pursuant to any Material Document regarding or related to any breach or default by any party thereto that has not been cured or is not expected to be cured within any time period for cure provided in such Material Document or any other event relating thereto that could be reasonably expected to have a Material Adverse Effect and (iii) copies of any amendment, modification or waiver of any provision of any Material Document; (f) promptly, and in any event within five days Business Days after the same is filedreceipt thereof by any Loan Party or any Restricted Subsidiary thereof, copies of each notice to the Administrative Agent of the filing by the Guarantor or the Applicant with other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any proxy statement, and the availability to the Banks of such filing through electronic accessLoan Party or any Restricted Subsidiary thereof; and (dg) promptly, such additional information regarding the business, financial and other information or corporate affairs of any Consolidated Party, or compliance with the terms of the Loan Documents, as any Bank the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Sections 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings' website on the Internet at the website address listed on Schedule 11.02, or (ii) on which such documents are posted on Holdings' behalf on an Internet or another intranet website, if any, to which each Lender, the L/C Issuer and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, the Loan Party Representative shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Holdings shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies (except for such Compliance Certificates) of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties or the Loan Party Representative with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, "Loan Party Materials") by posting the Loan Party Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any Loan Party or its securities) (each, a "Public Lender"). Each Loan Party hereby agrees that (w) each Loan Party will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be made available to Public Lenders and that all such Loan Party Materials shall be clearly and conspicuously marked "PUBLIC" by the Loan Parties which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Loan Party Materials "PUBLIC," the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers , the L/C Issuer and the Lenders to treat such Loan Party Materials as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Loan Party Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor;" and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Loan Party Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Investor." The Loan Parties shall be under no obligation to designate any Loan Party Materials as "PUBLIC." 101

Certificates; Other Information. Furnish to each Lender, through the Administrative Agent for delivery to the Banks (or, in the case of clause (df), to the relevant BankLender): (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.16.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, condition contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorBorrower, as the case may be, and (iii) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (or, in the case of the first such list so delivered, since the Closing Date); (ic) prompt notice as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days (or 90 days in the case of the fourth fiscal quarter) after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of any failure by such fiscal quarter, as compared to the Guarantor or portion of the Applicant Projections covering such periods and to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before comparable periods of the date such report is required to be filed pursuant to SEC regulations, and previous year; (iie) within five days after the same is filedare sent, notice copies of all financial statements and reports that Holdings or the Borrower sends to the Administrative Agent of the filing holders of any such annual report on Form 10-K class of its debt securities or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i)public equity securities and, and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to the Administrative Agent copies of the filing by the Guarantor all financial statements and reports that Holdings or the Applicant with Borrower may make to, or file with, the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accessSEC; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Furnish, or cause to be furnished, to the Administrative Agent for delivery to the Banks (or, in the case of clause (d), to the relevant Bank):and each Lender: (a) concurrently with the delivery of the annual financial statements referred to in Section 8.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 5.18.1(a)(i), 8.1(b) and 8.1(c) commencing with the delivery of such financial statements for the fiscal quarter ending June 30, 1997, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s 's knowledge, each Credit Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Credit Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member Packard and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the GuarantorPackard, as the case may bebe and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any state within the United States where any Loan Party keeps inventory or equipment (other than immaterial inventory or equipment and inventory in transit in the ordinary course of business) and of any Intellectual Property arising under the laws of the United States (or any jurisdiction therein) acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (ic) prompt notice as soon as available, and in any event no later than 45 days after the end of each fiscal year of Packard, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Packard and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "PROJECTIONS"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of Packard, a narrative discussion and analysis of the financial condition and results of operations of Packard and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the Administrative Agent end of any failure by such fiscal quarter, as compared to the Guarantor or portion of the Applicant Projections (or, if applicable, projections delivered prior to file with the SEC any annual report on Form 10-K or quarterly report on Form 10-Q on or before Closing Date) covering such periods and to the date such report is required to be filed pursuant to SEC regulations, and comparable periods of the previous year; (iie) within five days after the same is filedare sent, notice copies of all financial statements and reports which Packard sends to the Administrative Agent holders of any class of its debt securities or all of the filing holders of any such annual report on Form 10-K or quarterly report on Form 10-Q that had not previously been filed by the Guarantor or the Applicant as described in the preceding clause (i), class of public equity securities and the availability to the Banks of such filing through electronic access; (c) within five days after the same is are filed, notice to copies of all financial statements and reports which Packard may make to, or file with, the Administrative Agent of the filing by the Guarantor Securities and Exchange Commission or the Applicant with the SEC of any proxy statement, and the availability to the Banks of such filing through electronic accesssuccessor or analogous Governmental Authority; and (df) promptly, such additional financial and other information as any Bank Lender may from time to time reasonably request.